Common use of Other Information Clause in Contracts

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)

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Other Information. Promptly upon receiving a request therefor from Promptly, such additional financial and other information as the Administrative Agent (acting on its own behalf or Agent, at the request of any Lender or L/C Issuer)Lender, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably request, including, without limitation, any information requested by pursuant to the Administrative Agent’s or any Lender’s customer identification program or anti-money laundering program under the Bank Secrecy Act. Documents required to be delivered pursuant to Section 6.01(a6.1(a) or (b) or Section 6.02(e)(i) or (iii6.2(b) (to the extent any such documents are included in materials otherwise filed with the SECSecurities and Exchange Commission) may be delivered electronically (including without limitation pursuant to (x) delivery by email in accordance with Section 10.1, (y) the methods described in the following clause (i) or (z) the methods described in the following clause (ii)) and if so delivereddelivered electronically pursuant to either of the following clauses (i) or (ii), shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto thereto, on the Company’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to . Each Borrower acknowledges that the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) ). Each Borrower acknowledges and (b) certain the Administrative Agent, the Arrangers and the Lenders agree that none of the Lenders will be “public side” Lenders (each, a “Public Lender”) may have personnel who i.e. Lenders that do not wish to receive material non-public non‑public information with respect to any of the Borrowers Borrower or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ its securities) (each a “Public Lender”). Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” whichBorrower, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Arrangers and the Lenders to treat such hereby agree that (x) all Borrower Materials shall be treated as not containing any private and may contain material non-public non‑public information with respect to the Borrowers or their respective securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); and (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any all Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.Lenderor “Public Investor”. Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx mxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Nucor Corp)

Other Information. Promptly upon receiving a after any request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer)therefor, prepare and deliver to the Administrative Agent and the Lenders such other information regarding the business, operations, assets, liabilities (including contingent liabilities) and condition (financial or otherwise) of the Borrower or any Subsidiary, or compliance with respect the terms of any Credit Document or compliance by any Lender with the CDD Rule, as any Agent or any Lender (through the Applicable Facility Agent) may reasonably request. The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through the CompanyPlatform, any document or notice that the Borrower has indicated contains Private-Side Information will not be posted on the portion of its Subsidiariesthe Platform that is designated for Public Lenders, as from time provided that the Borrower shall make any disclosure required so that each Unrestricted Subsidiary Reconciliation Statement shall be suitable for distribution to time may Public Lenders. The Borrower agrees to clearly designate all information provided to any Agent by or on behalf of any Credit Party that contains only Public-Side Information, and by doing so shall be reasonably requested by deemed to have represented that such information contains only Public-Side Information. If the Administrative AgentBorrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Private-Side Information, the Agents reserve the right to post such document or notice solely on the portion of the Platform that is designated for Private Lenders. Documents Information required to be delivered pursuant to Section 6.01(a5.1(a), 5.1(b) or (b5.1(l) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts if such documentsinformation, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; one or (ii) on which more annual or quarterly reports containing such documents are information, shall have been posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the General Administrative Agent or the Applicable Facility Agent on the Platform or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx or on the website of the Borrower at xxxx://xxx.xxxxxxxxxxxx.xxx, provided, in each case, that if requested by any Lender upon its request Agent, the Borrower shall provide hard copies to the Company such Agent. Information required to deliver such paper copies until a written request be delivered pursuant to cease delivering paper copies is given this Section 5.1 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Tivity Health, Inc.)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional financial and other information as the Administrative Agent (acting on its own behalf or Agent, at the request of any Lender or L/C Issuer)Lender, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably request, including, without limitation, any information requested by pursuant to the Administrative Agent’s or any Lender’s customer identification program or anti-money laundering program under the Bank Secrecy Act. Documents required to be delivered pursuant to Section 6.01(a6.1(a) or (b) or Section 6.02(e)(i) or (iii6.2(b) (to the extent any such documents are included in materials otherwise filed with the SECSecurities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto thereto, on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” ”, the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Arrangers and the Lenders to treat such the Borrower Materials as not containing any material non-public publicly available information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor”.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Nucor Corp)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional financial and other information as the Administrative Agent (acting on its own behalf or Agent, at the request of any Lender or L/C Issuer)Lender, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.01(a) or (b) or Section 6.02(e)(i) or (iii7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.02 or on the website of the SEC at xxxx://xxx.xxx.xxx; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) that the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information MNPI with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-market- related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information MNPI (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” ”. Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

Other Information. Promptly upon receiving a request therefor from From time to time such other information concerning Parent and its Subsidiaries (including financial and management reports submitted to Parent by independent auditors in connection with each annual or interim audit made by such auditors of the books of Parent) as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) 10.1.1, 10.1.2 or (b) or Section 6.02(e)(i) or (iii) 10.1.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent posts such documents, or provides a link thereto thereto, on the CompanyParent’s website on the Internet at the website address listed on Schedule 10.0214.3 or on EXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; or (ii) on which such documents are posted on the CompanyParent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) , except in the Company shall deliver paper copies case of such documents to the Administrative Agent any filing on EXXXX or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company successor thereto, Parent shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Lender) of the posting of any such documents and document and, promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic versions version (i.e., a soft copiescopy) of any such documentsdocument specifically requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Parent or the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower Parent and the Company hereby acknowledges acknowledge that (a) the Lead Arrangers and/or the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower Parent hereunder (collectively, “Borrower Materials”) to Lenders and potential Lenders by posting the Borrower Materials on DebtDomainan electronic system, IntraLinksincluding e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other internet or another similar extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and any of its respective Related Persons or any other Person, providing for access to data protected by passcodes or other security system (the “Platform”) and (b) certain of the Lenders or potential Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any Parent or its securities) (each, a “Public Lender”). Each of Parent and the Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Lenders and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent and the Borrowers Company shall be deemed to have authorized the Lead Arrangers, the Administrative Agent, the Arrangers, the L/C Issuers Lenders and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Parent or their respective its securities for purposes of United States Federal and state securities laws (providedlaws, however, it being understood that to the extent certain of such Borrower Materials constitute Information, they shall may be treated as set forth in subject to the confidentiality requirements of Section 10.07)14.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Lead Arrangers and the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a on, and shall only post such Borrower Materials on, the portion of the Platform not designated “Public Side Information.” Investor”. Notwithstanding the foregoing, no Borrower Parent and the Company shall be under any no obligation to xxxx mxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Regal Rexnord Corp)

Other Information. Promptly upon receiving a request therefor from Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with the 139 financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Lead Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (acting on its own behalf i) that constitutes non-financial trade secrets or at non-financial proprietary information of Holdings, the request Lead Borrower and/or any of any Lender or L/C Issuer)their respective subsidiaries, prepare and deliver customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent and or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lenders such other information Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Company, any of its Subsidiaries, as from time to time may be reasonably requested by Lead Borrower shall (A) make the Administrative AgentAgent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Lead Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on the Company’s website of the Lead Borrower on the Internet at the website address listed on Schedule 10.029.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Company’s behalf Lead Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (iiii) the Company shall deliver paper copies of such on which executed certificates or other documents are faxed to the Administrative Agent (or any Lender upon its request electronically mailed to the Company to deliver such paper copies until a written request to cease delivering paper copies is given an address provided by the Administrative Agent Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such Lender items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead Borrower as having been fairly presented in all material respects and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationstatements are in lieu of statements required to be provided under Section 5.01(b), they such statements shall be treated as accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 10.075.01(b); (y) all Borrower Materials marked “PUBLIC” are permitted . 140 Any financial statement required to be made available through a portion of delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Platform designated “Public Side Information;” and (z) Transactions or any Permitted Acquisition to the Administrative Agent and the Arrangers shall be entitled extent it is not practicable to treat include any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationsuch adjustments in such financial statement.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Fourth Amendment Agreement (Ecovyst Inc.)

Other Information. (i) Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf receipt thereof, copies of all reports, statements, certifications, schedules, or at the request of any Lender other similar items delivered to or L/C Issuer), prepare and deliver by Borrower pursuant to the Administrative Agent terms of the Loan Documents, including, but not limited to, performance and the Lenders such other information with respect to any securitization of SBA Loans for which a Residual Interest has been pledged hereunder and, promptly upon request, such other data as Lender may reasonably request. Borrower shall, upon the Companyrequest of Lender, any permit Lender or its authorized agents (A) to inspect the books and records of Borrower as they may relate to the SBA Loans and Residual Interests, the obligations of Borrower under the Loan Documents and Borrower’s business; (B) to discuss the affairs, finances and accounts of Borrower with its Subsidiariesrespective Chief Operating Officer and Chief Financial Officer, as from time upon reasonable notice; and (C) to time may be reasonably requested by discuss the Administrative Agent. Documents required affairs, finances and accounts of Borrower with its independent accountants; provided that an officer of Borrower shall have the right to be delivered pursuant present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of Borrower. In addition, Borrower shall promptly (but in no case more than 30 days following issuance or receipt) provide to Section 6.01(aLender a copy of all correspondence between Borrower or any affiliate and the PBGC, IRS, Department of Labor or the administrators of a Multiemployer Plan relating to any Reportable Event (as defined under ERISA) or (b) the under funded status, termination or Section 6.02(e)(i) possible termination of a Plan or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may a Multiemployer Plan. The books and records of Borrower will be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet maintained at the website address listed on Schedule 10.02respective addresses designated herein for receipt of notices, unless Borrower shall otherwise advise Lender in writing; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Promptly after the Company shall notify the Administrative Agent and each Lender (by facsimile filing or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.sending thereof, soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to aboveall proxy statements, financial statements, reports and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for deliveryregistration statements which Borrower files, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated delivers to, make available to the Lenders Internal Revenue Service, the Securities and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective AffiliatesExchange Commission, or any other federal, state or foreign government agency, authority or body which supervises the respective issuance of securities of by Borrower or any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective national securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationexchange.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Master Loan and Security Agreement (Newtek Business Services Inc)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such Such other information with respect to respecting the Companybusiness, operations, or property of the Parent Guarantor or any of its Subsidiaries, financial or otherwise, as either Administrative Agent or the Required Lenders under either Facility (such request to be made through the applicable Administrative Agent) may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender The Borrower and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower Parent Guarantor hereby acknowledges acknowledge that (a) the Administrative Agent Agents and/or the Joint Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower and the Parent Guarantor hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each of the Borrower and the Parent Guarantor hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower and/or the Parent Guarantor shall be deemed to have authorized the Administrative AgentAgents, the Joint Lead Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower and/or the Parent Guarantor or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute InformationInformation (as defined below), they shall be treated as set forth in Section 10.07)8.12; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent Agents and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLICInvestor.”

Appears in 1 contract

Samples: Assignment and Assumption (Susser Holdings CORP)

Other Information. Promptly upon receiving a request therefor from From time to time, such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (acting on through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, neither Lead Borrower nor any of its own behalf Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent that the provision thereof would violate any law, rule or at regulation or result in the request breach of any Lender binding contractual obligation or L/C Issuer)the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, prepare and deliver Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent and promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the Lenders breach of such other information with respect to binding contractual obligation or the Company, any loss of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentsuch professional privilege). Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Lead Borrower posts such documents, or provides a link thereto on the CompanyLead Borrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyLead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that (ix) the Company Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (iiy) the Company Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Lead Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Lead Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Lead Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Lead Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 10.0713.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Arrangers Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding Each Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (i) has no registered or publicly traded securities outstanding, or (ii) files its financial statements with the foregoingSEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, the Borrowers hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. The Borrowers will not request that any other material be posted to PublicSiders without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that the Borrowers have no Borrower outstanding publicly traded securities, including 144A securities (it being understood that the Borrowers shall be under any have no obligation to xxxx request that any material be posted to Public-Xxxxxx). Notwithstanding anything herein to the contrary, in no event shall Lead Borrower Materials “PUBLICrequest that the Administrative Agent make available to Public-Xxxxxx budgets or any certificates, reports or calculations with respect to the Borrowers’ compliance with the covenants contained herein.

Appears in 1 contract

Samples: And Restatement Agreement (VERRA MOBILITY Corp)

Other Information. Promptly upon receiving a request therefor from With reasonable promptness, such other information or existing documents (financial or otherwise) as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may reasonably request from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to Section 6.01(a6.01will be delivered in electronic versions (i.e., soft copies) or (b) or Section 6.02(e)(i) or (iii) (by the applicable Borrower by electronic mail to the extent any Administrative Agent who shall post such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s Borrowers’ behalf on an Internet or intranet website, if any, website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company applicable Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company such Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrowers with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Arranger will make available to the Lenders and the L/C Issuers Fronting Banks materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Fronting Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group Ltd.)

Other Information. Promptly upon receiving a request therefor from From time to time, such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (acting on through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, neither Lead Borrower nor any of its own behalf Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent that the provision thereof would violate any law, rule or at regulation or result in the request breach of any Lender binding contractual obligation or L/C Issuer)the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, prepare and deliver Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent and promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the Lenders breach of such other information with respect to binding contractual obligation or the Company, any loss of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentsuch professional privilege). Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Lead Borrower posts such documents, or provides a link thereto on the CompanyLead Borrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyLead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that (ix) the Company Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (iiy) the Company Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Lead Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information 101 with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Lead Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 10.0713.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Revolving Credit Agreement (VERRA MOBILITY Corp)

Other Information. Promptly upon receiving a request therefor from With reasonable promptness, such other information or existing documents (financial or otherwise) as the Administrative Agent or any Lender (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as Agent) may reasonably request from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to Section 6.01(a) or ), (b) or Section 6.02(e)(i) or ), (iiic), (f), (g) (to the extent any such documents are included in materials otherwise filed with the SEC) and (h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (including, without limitation, the SEC’s “XXXXX” filing system website) (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) that the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and and, if requested, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers Arranger may, but shall not be obligated to, make available to the Lenders Lenders, the Fronting Banks, and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower The Borrowers hereby agrees agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers each Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersArranger, the Fronting Banks, the L/C Issuers and the Lenders to treat such Borrower 102 Materials as not containing any material non-public information with respect to the Borrowers or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding For the foregoingavoidance of doubt, no Borrower shall be under any obligation required to xxxx any Borrower Materials documents “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group Ltd.)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional financial and other information as the Administrative Agent (acting on its own behalf or Agent, at the request of any Lender or L/C Issuer)Lender, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.01(a) or (b) or Section 6.02(e)(i) or (iii7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information MNPI with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information MNPI (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” ”. Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx mark any Borrower Materials Mxxxxials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to 67484784_12 any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare Such other data and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) or by the Required Lenders. Documents required to be delivered pursuant to Section 6.01(a) or (b7.01(a), Section 7.01(b) or Section 6.02(e)(i) or (iii7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Company or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) only by marking Borrower Materials “PUBLIC,(or by expressly authorizing their posting as such in writing), will the Borrowers shall Company be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Company or their respective its securities for purposes of United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower the Company shall be under any obligation no Obligation to xxxx mark any Borrower Materials “PUBLIC.” Notwithstanding anything to the contrary in this Section 7.01, (a) neither the Company nor its Subsidiaries will be required to make any disclosure to any Creditor Party that (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than the Borrowers or any of their Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the case of Section 7.01(h) only, creates an unreasonably excessive expense or burden on the Company or any of its Subsidiaries to produce or otherwise disclose; and (b)(i) in the event that the Company delivers (or posts) to the Administrative Agent an Annual Report for the Company on Form 10-K for any Fiscal Year, as filed with the SEC, within 90 days after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such Fiscal Year and (ii) in the event that the Company delivers (or posts) to the Administrative Agent a Quarterly Report for the Company on Form 10-Q for any Fiscal Quarter, as filed with the SEC, within 45 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 7.01 with respect to such Fiscal Quarter to the extent that it contains the information required by such paragraph (b); in each case to the extent that information contained in such Form 10-K or Form 10-Q satisfies the requirements of paragraphs (a) or (b) of this Section 7.01, as the case may be.

Appears in 1 contract

Samples: Credit Agreement (MGM Resorts International)

Other Information. Promptly upon receiving a request therefor from With reasonable promptness, such other information about the Consolidated Companies as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may reasonably request from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to Section 6.01(a) or 7.09(a), (b) or Section 6.02(e)(i) or (iiic) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided provided, that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery by a Lender for deliveryLender, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such Borrower Loan Party hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”the

Appears in 1 contract

Samples: Syndicated Facility Agreement (Genuine Parts Co)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional financial and other information as the Administrative Agent (acting on its own behalf or Agent, at the request of any Lender or L/C Issuer)Lender, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.01(a) or (b) or Section 6.02(e)(i) or (iii7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.02 or on the website of the SEC at hxxx://xxx.xxx.xxx; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) that the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information MNPI with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information MNPI (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” ”. Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx mxxx any Borrower Materials “PUBLIC.” 104

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional financial and other information as the Administrative Agent (acting on its own behalf or Agent, at the request of any Lender or L/C Issuer)Lender, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.1(a) or (b) or Section 6.02(e)(i) or (iii7.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.1; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and if requested by the Administrative Agent provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated marked as “Public Side Information.” ”. Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Advance America, Cash Advance Centers, Inc.)

Other Information. Promptly upon receiving a request therefor from request, the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver Loan Parties shall provide to the Administrative DIP Agent and the Lenders such other information with respect to respecting the Companybusiness, operations, or Property of the Borrower or any of its SubsidiariesRestricted Subsidiary, financial or otherwise, as from time to time any Lender through the DIP Agent may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b5.2(a), Section 5.2(b) or Section 6.02(e)(i) or (iii5.2(t) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the Company’s Borrower's website on the Internet at the website address listed on Schedule 10.02in Section 11.9; or (ii) on which such documents are posted on the Company’s Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the Administrative DIP Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative DIP Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative DIP Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative DIP Agent or such Lender and (ii) the Company Borrower shall notify the Administrative DIP Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative DIP Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative DIP Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (ai) the Administrative DIP Agent and/or the Arrangers may, but shall not be obligated to, Arranger will make available to the Lenders and the L/C Issuers Issuing Lender materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak SyndTrak Online or another similar electronic system (the "Platform") and (bii) certain of the Lenders may be "public-side" Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa "Public Lender"). Each The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean means that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrowers Borrower shall be deemed to have authorized the Administrative DIP Agent, the ArrangersArranger, the L/C Issuers Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.8); (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side InformationInvestor;" and (z) the Administrative DIP Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side InformationInvestor.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”"

Appears in 1 contract

Samples: Possession Credit Agreement (Extraction Oil & Gas, Inc.)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare Such other data and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) or by the Required Lenders. Documents required to be delivered pursuant to Section 6.01(a) or (b7.01(a), Section 7.01(b) or Section 6.02(e)(i) or (iii7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Company or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) only by marking Borrower Materials “PUBLIC,(or by expressly authorizing their posting as such in writing), will the Borrowers shall Company be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Company or their respective its securities for purposes of United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower the Company shall be under any obligation no Obligation to xxxx any Borrower Materials “PUBLIC.” Notwithstanding anything to the contrary in this Section 7.01, (a) neither the Company nor its Subsidiaries will be required to make any disclosure to any Creditor Party that (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than the Borrowers or any of their Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the case of Section 7.01(h) only, creates an unreasonably excessive expense or burden on the 113 Company or any of its Subsidiaries to produce or otherwise disclose; and (b)(i) in the event that the Company delivers (or posts) to the Administrative Agent an Annual Report for the Company on Form 10-K for any Fiscal Year, as filed with the SEC, within 90 days after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such Fiscal Year and (ii) in the event that the Company delivers (or posts) to the Administrative Agent a Quarterly Report for the Company on Form 10-Q for any Fiscal Quarter, as filed with the SEC, within 45 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 7.01 with respect to such Fiscal Quarter to the extent that it contains the information required by such paragraph (b); in each case to the extent that information contained in such Form 10-K or Form 10-Q satisfies the requirements of paragraphs (a) or (b) of this Section 7.01, as the case may be. Compliance Certificates . Commencing with the delivery of the financial statements required pursuant to Section 7.01(a) for the first full Fiscal Quarter ending after the Closing Date, deliver to the Administrative Agent for distribution to the Lenders within the required time period for delivery of financial statements required pursuant to Section 7.01(a) and Section 7.01(b), Compliance Certificates signed by a Responsible Officer. Minimum Liquidity Certificates . As soon as available and in any event within 10 Business Days following the last day of each calendar month occurring during the Covenant Relief Period, the Company shall furnish to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the computations necessary to determine whether the Company and its Restricted Subsidiaries were in compliance with Section 8.15 on the last day of the calendar month to which such certificate relates. NEGATIVE COVENANTS So long as the Termination Conditions have not been satisfied, each Borrower shall, and shall cause each of the Restricted Subsidiaries to comply with the following covenants: Mergers, Consolidations and Asset Sales . Neither the Borrowers nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (including, in each case, pursuant to a Delaware LLC Division), or make any Asset Sale, except for the following (and in each case, to the extent applicable, the Net Available Proceeds therefrom shall be applied as specified in Section 2.04(b)(iii)):

Appears in 1 contract

Samples: Credit Agreement (MGM Resorts International)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated 94 68208499_3 “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Chicago Bridge & Iron Co N V)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding the business, properties or financial condition of the Borrower or any of its Subsidiaries as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Required Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or 6.1(a), (b) or Section 6.02(e)(i) or (iiid) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0210.1; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) Lenders who may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities) (each, a “Public Lender”). Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered under the Securities Exchange Act of 1934 and/or publicly traded on a registered securities exchange or in a generally accepted over-the-counter market, or is actively contemplating issuing any such securities, (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws Securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)10.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” ”. Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC”. Notwithstanding any other provision contained herein, nothing in this paragraph shall be deemed to authorize or otherwise encourage any Lender to effect any transaction in the Borrower’s publicly traded securities while in possession of any information of a non-public nature that is included in any Borrower Materials designated as “PUBLIC” in the Platform.

Appears in 1 contract

Samples: Credit Agreement (Autozone Inc)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i6.02(c) or (iiid) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet Intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (ai) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that: (w) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers Issuer and the Lenders to treat such the Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding To the foregoingextent the Borrower Materials constitute Information, no Borrower they shall be under any obligation to xxxx any Borrower Materials “PUBLICtreated as set forth in Section 10.07.

Appears in 1 contract

Samples: Credit Agreement (Life Technologies Corp)

Other Information. Promptly upon receiving a request therefor from Such other information as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as shall reasonably request from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to Section 6.01(a7.2(c) hereunder or (b) or Section 6.02(e)(i) or (iii) (that are otherwise required to the extent any such documents are included in materials otherwise be filed with the SEC) SEC and are subject to electronic filing with the SEC may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02specified pursuant to Section 11.2; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, BAS will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent and the Arrangers BAS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLICInvestor.”

Appears in 1 contract

Samples: Secured Term Loan Agreement (New Plan Excel Realty Trust Inc)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional financial and other information as the Administrative Agent (acting on its own behalf or Agent, at the request of any Lender or L/C Issuer)Lender, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.01(a) or (b) or Section 6.02(e)(i) or (iii7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information MNPI with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information MNPI (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” ”. Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver Subject to the Administrative Agent and confidentiality provisions of Section 9.8, the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, Credit Parties shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.such other information respecting the business, soft copies) operations, or Property of such documentsthe Borrower or any Subsidiary, financial or otherwise, as any Lender through the Administrative Agent may reasonably request including, but not limited to, a list of customers of the Credit Parties. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (ai) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower and its Subsidiaries hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (bii) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that (wA) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower, its Subsidiaries or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)laws; (yC) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (zD) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding Documents required to be delivered pursuant to Section 5.2(q) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the foregoingdate (i) on which the Borrower posts such documents, no or provides a link thereto on the Borrower’s website on the Internet and (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, however, that (A) the Borrower shall be under deliver paper copies of such documents to the Administrative Agent or any obligation Lender that requests the Borrower to xxxx deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by electronic mail) of the posting of any Borrower Materials “PUBLIC.”such documents;

Appears in 1 contract

Samples: Credit Agreement (Hi-Crush Partners LP)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another 68208499_7 similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Chicago Bridge & Iron Co N V)

Other Information. Promptly upon receiving a request therefor from Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection -154- with the financial condition or business of Holdings and its Restricted Subsidiaries, provided, however, that none of Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (acting on its own behalf i) that constitutes non-financial trade secrets or at the request non-financial proprietary information of Holdings, any Lender or L/C Issuer)Borrower and/or any of their respective subsidiaries, prepare and deliver customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent and the Lenders such other information or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Company, any of its Subsidiaries, as from time to time may be reasonably requested by Lead Borrower shall (A) make the Administrative AgentAgent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Lead Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on the Company’s website of the Lead Borrower on the Internet at the website address listed on Schedule 10.029.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Lead Borrower to the Administrative Agent for posting on behalf of the Company’s behalf Lead Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (iiii) the Company shall deliver paper copies of such on which executed certificates or other documents are faxed to the Administrative Agent (or any Lender upon its request electronically mailed to the Company to deliver such paper copies until a written request to cease delivering paper copies is given an address provided by the Administrative Agent Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such Lender items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the -155- Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Lead Borrower as having been fairly presented in all material respects and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationstatements are in lieu of statements required to be provided under Section 5.01(b), they such statements shall be treated as accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 10.075.01(b); (y) all Borrower Materials marked “PUBLIC” are permitted . Any financial statement required to be made available through a portion of delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Platform designated “Public Side Information;” and (z) Transactions or any Permitted Acquisition to the Administrative Agent and the Arrangers shall be entitled extent it is not practicable to treat include any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationsuch adjustments in such financial statement.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Hillman Companies Inc)

Other Information. Promptly upon receiving a request therefor from From time to time such other information concerning the Company and its Subsidiaries (including financial and management reports submitted to the Company by independent auditors in connection with each annual or interim audit made by such auditors of the books of the Company) as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) 10.1.1, 10.1.2 or (b) or Section 6.02(e)(i) or (iii) 10.1.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto thereto, on the Company’s website on the Internet at the website address listed on Schedule 10.0214.3 or on the SEC’s website; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) that the Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Lender) of the posting of any such documents and document and, promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic versions version (i.e., a soft copiescopy) of any such documentsdocument specifically requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Company hereby acknowledges that (a) the Lead Arrangers and/or the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Lenders materials and/or information provided by or on behalf of such Borrower the Company hereunder (collectively, “Borrower Materials”) to Lenders and potential Lenders by posting the Borrower Materials on DebtDomainan electronic system, IntraLinksincluding e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other internet or another similar extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and any of its respective Related Persons or any other Person, providing for access to data protected by passcodes or other security system (the “Platform”) and (b) certain of the Lenders or potential Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Lenders and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Company shall be deemed to have authorized the Lead Arrangers, the Administrative Agent, the Arrangers, the L/C Issuers Lenders and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Company or their respective its securities for purposes of United States Federal and state securities laws (providedlaws, however, it being understood that to the extent certain of such Borrower Materials constitute Information, they shall may be treated as set forth in subject to the confidentiality requirements of Section 10.07)14.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Lead Arrangers and the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a on, and shall only post such Borrower Materials on, the portion of the Platform not designated “Public Side Information.” Investor”. Notwithstanding the foregoing, no Borrower the Company shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Regal Beloit Corp)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding the Properties or regarding the business, assets or financial condition of the Credit Parties and their Subsidiaries as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or 7.1(a), (b) or Section 6.02(e)(i) or (iiig) (to the extent any such documents are included in materials otherwise filed with the SECSecurities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts Borrowers post such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.1; or (ii) on which such documents are posted on the Company’s Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrowers shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrowers with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Arrangers and/or the Bookrunners may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuing Lenders materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower The Borrowers hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Bookrunners, the Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.17); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent Agent, the Arrangers and the Arrangers Bookrunners shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Brandywine Operating Partnership, L.P.)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet Intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative AgentAgent and including the SEC website); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Inphonic Inc)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer)with reasonable promptness, prepare and deliver to the Administrative Agent and the Lenders such other information and data with respect to the Company, Borrower or any of its Subsidiaries, Subsidiaries as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a6.01(b) or (b) or Section 6.02(e)(i) or (iiic) (to the extent any such documents are included in materials otherwise filed with the SEC) or Section 6.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted filed for public availability on the CompanySEC’s behalf on an Internet or intranet website, if any, to which each Lender Electronic Data Gathering and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent)Retrieval System; provided that: (i) , the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Mosaic Co)

Other Information. Promptly upon receiving a request therefor from From time to time such other information concerning the Borrower or any Subsidiary as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or 6.1(a), (b) or Section 6.02(e)(i) or (iiif) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.2; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (iA) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C LC Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C LC Issuers and the Lenders to treat such the Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities laws Laws (provided, however, that to the extent such the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Renaissancere Holdings LTD)

Other Information. Promptly upon receiving a request therefor from In each case as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested request, (i) the Borrower shall, and shall cause its Subsidiaries to, promptly deliver such additional information regarding the business, financial or corporate affairs of any member of the Consolidated Group, or compliance with the terms of the Loan Documents by the Administrative AgentBorrower, and each Loan Party other than the Borrower shall, and shall cause its Subsidiaries to, promptly deliver such additional information regarding the business, financial or corporate affairs of any Loan Party, or compliance with the terms of the Loan Documents by any party thereto. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-third party website or whether sponsored by the Administrative Agent); provided that: (iA) the Company Borrower or the applicable Loan Party shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) the Company Borrower or the applicable Loan Party shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company any Loan Party or Subsidiary thereof with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”the

Appears in 1 contract

Samples: Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding the business, properties or financial condition of the Credit Parties and their Subsidiaries as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) this Credit Agreement (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides provide a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; 11.1 or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), including the SEC’s EXXXX website; provided that: (i) that the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or for any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Lender. Notwithstanding anything contained herein, in every instance the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) be required to provide paper copies of the posting of any such documents and provide officer certificate required by Section 7.1(c) to the Administrative Agent by electronic mail electronic versions (i.e.Agent. Except for such officer certificate, soft copies) of such documents. The the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Lender materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that (w) all Borrower Materials (other than SEC Reports) that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; , (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)laws; (y) all SEC Reports and all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials (other than SEC Reports) that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding the foregoing, no The Borrower shall be in compliance with all requirements to deliver information under this Credit Agreement if they have made such information available to the Administrative Agent and, to the extent required, Lenders other than Public Lenders, and the failure of Public Lenders to receive information made available to other Lenders shall not result in any obligation to xxxx any Borrower Materials “PUBLICbreach of this Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Polaris Industries Inc/Mn)

Other Information. Promptly upon receiving a request therefor from Promptly, (i) such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Restricted Subsidiary thereof as the Administrative Agent (acting on its own behalf or at the request of any Lender through the Administrative Agent may from time to time reasonably request. Notwithstanding anything to the contrary in this Section 6.02, none of the Borrower Parties will be required to disclose or L/C Issuer)permit the inspection or discussion of, prepare and deliver any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent and the Lenders such other information with respect or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentattorney client or similar privilege or constitutes attorney work product. Documents required to be delivered pursuant to Section 6.01(a) ), (b), or (b) or Section 6.02(e)(i) or (iiic) (or to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Parent Borrower (or any or Subsidiary the Company’s Parent Borrower allowed to be delivered pursuant to the terms hereof) behalf on an Internet the Platform or another relevant internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) that the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Parent Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents described in this paragraph and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsdocuments to the extent requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for deliveryParent Borrower, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such timely accessing posted documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such each Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainIntraLinks/IntraAgency, IntraLinks, Syndtrak SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish only to receive information that (i) is publicly available, (ii) is not material non-public information with respect to any of the Borrowers Borrower Parties or their respective Affiliatessecurities for purposes of applicable foreign, United States federal and state securities laws with respect to the Parent Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-market related activities with respect to such Persons’ securitiessecurities or (iii) constitutes information of a type that would be publicly available if the Borrower Parties were public reporting companies (as determined by the Parent Borrower in good faith) (such information, “Public Side Information”). Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC SIDE” or “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC SIDE” or “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC SIDE” or “PUBLIC,” the Borrowers ”, each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such the Borrower Materials as not only containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws Public Side Information (provided, however, that to the extent such the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0710.08); (y) all Borrower Materials marked “PUBLIC SIDE” or “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC SIDE” or “PUBLIC” as being shall be deemed to contain material non-public information (within the meaning of United States federal and state securities laws) and shall not be suitable only for posting on a portion of the Platform not designated “Public Side Information.” ”. Notwithstanding anything herein to the foregoingcontrary, no Borrower financial statements delivered pursuant to Sections 6.01(a) and (b) and Compliance Certificates delivered pursuant to Section 6.02(a) shall be under any obligation deemed to xxxx any Borrower Materials be suitable for posting on a portion of the Platform designated PUBLICPublic Side Information”.

Appears in 1 contract

Samples: Credit Agreement (MeridianLink, Inc.)

Other Information. Promptly upon receiving Within 10 days after a request therefor from therefor, the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent and the Lenders such other information with respect or documents relating to the Companyfinancial condition, properties and operations of any Credit Party or any of its Subsidiaries, their Subsidiaries as the Administrative Agent may reasonably request from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentstime. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower Credit Parties hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Lead Arranger will make available to the Lenders and the L/C Issuers LC Issuer materials and/or information provided by or on behalf of such the Borrower and other Credit Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower The Credit Parties hereby agrees agree that (wi) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (xii) by marking Borrower Materials “PUBLIC,” the Borrowers Credit Parties shall be deemed to have authorized the Administrative Agent, the ArrangersLead Arranger, the L/C Issuers LC Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers applicable issuer or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.0711.15); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (ziv) the Administrative Agent and the Arrangers Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Epiq Systems Inc)

Other Information. Promptly upon receiving a the reasonable request therefor from therefor, such other information or documents (financial or otherwise (including related to insurance)) relating to any Credit Party or any Restricted Subsidiary as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to (through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as Agent) may reasonably request from time to time may be reasonably requested by in good faith (excluding (i) information subject to attorney-client privilege, (ii) information the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or subject of binding confidentiality agreements entered into in good faith, and (iii) (any information relating to any investigation by any Governmental Authority to the extent any (A) such documents are included information is identifiable to a particular individual and the Parent Borrower in materials otherwise filed with good faith determines such information should remain confidential or (B) the SEC) information requested is not factual in nature). The Section 6.01 Financials may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent Borrower posts such documents, or provides a link thereto documents on the CompanyParent Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted made available by the Parent Borrower to the Administrative Agent for posting on the CompanyParent Borrower’s behalf on an Internet IntraLinks/IntraAgency, DebtDomain, SyndTrak Online or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that the Parent Borrower’s having filed with the SEC (ia) an annual report on Form 10-K for such year will satisfy the Company shall deliver paper copies of Parent Borrower’s obligation under Section 6.01(a) with respect to such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender year and (iib) a quarterly report on Form 10-Q for such quarter will satisfy the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mailParent Borrower’s obligation under Section 6.01(b) of the posting of any with respect to such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsquarter. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Each The Parent Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C LC Issuers materials and/or information provided by or on behalf of such the Parent Borrower hereunder (collectively, “Parent Borrower Materials”) by posting the Parent Borrower Materials on IntraLinks/IntraAgency, DebtDomain, IntraLinks, Syndtrak SyndTrak Online or another similar electronic 167 system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any the Parent Borrower or its securities) (each, a “Public Lender”). The Parent Borrower acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted by the Administrative Agent on the Platform, including the portion of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other marketPlatform that is designated for “public-related activities with respect to such Persons’ securitiesside” Lenders. Each The Parent Borrower hereby agrees that (w) to make all Parent Borrower Materials that are the Parent Borrower intends to be made available to Public Lenders shall be clearly and conspicuously marked designated as as “PUBLIC.which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking By designating Parent Borrower Materials as “PUBLIC,” the Borrowers Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Parent Borrower shall not be under any obligation to xxxx any Parent Borrower Materials as “PUBLIC.” The Parent Borrower agrees that (i) any Loan Documents and (ii) any financial statements delivered pursuant to Sections 6.01(a) and (b) will be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such be “public-side” Parent Borrower Materials as and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not containing any made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers Parent Borrower or their respective its securities for purposes of United States Federal and federal or state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationlaws.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (PGT Innovations, Inc.)

Other Information. Promptly upon receiving a request therefor from Such other certificates, readily available reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the business, operations and financial condition of the Borrower and the Restricted Subsidiaries and compliance with the terms hereof; provided, however, that neither the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (acting on a) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower or any of its own behalf Subsidiaries or at the request any of any Lender their respective customers or L/C Issuer)suppliers, prepare and deliver (b) in respect of which disclosure to the Administrative Agent and or any 115 Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Lenders such other information with respect Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (to the Company, any extent not created in contemplation of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentsuch Person’s obligations under this Section 5.01(j)). Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower (or a representative thereof) posts such documents, documents (or provides a link thereto on the Company’s website on the Internet thereto) at the website address listed on Schedule 10.029.01; or (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on behalf of the Company’s behalf Borrower on an Internet IntraLinks/SyndTrak or intranet another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided that: by the Administrative Agent); or (iiv) on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “XXXXX”). The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak Online or another relevant secure website or other secure electronic information platform (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders. The Borrower agrees, upon the reasonable written request of the Administrative Agent, to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower which is suitable to make available to Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Non-Public Information with respect to the Borrower and its Subsidiaries and their securities; provided that any financial statements delivered pursuant to Section 5.01(a) and 5.01(b) and any Compliance Certificate shall be deemed suitable to make available to Public Lenders unless, with respect to any such document, the Borrower notifies the Administrative Agent that such document contains Non-Public Information; it being understood and agreed that from and after receipt of such notice, unless otherwise specified therein, such notice shall apply to all documents of the same type for all future periods. Notwithstanding the foregoing, the obligations in this Section 5.01 may instead be satisfied with respect to any financial statements, budgets and Responsible Officer Certifications of the Borrower by furnishing (A) the applicable financial statements of any Parent Company shall deliver paper copies or (B) Form 10-K or 10-Q, as applicable, of the Borrower or any Parent Company filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such documents filing to the Administrative Agent or any Lender upon its request Lender; provided that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Parent Company to deliver and (2) either (x) such paper copies until Parent Company (or any other Parent Company that is a written request to cease delivering paper copies is given Subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Administrative Agent Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s direct or indirect ownership of the Borrower and its Subsidiaries) or (y) there are material differences between the financial statements of such Lender Parent Company and its consolidated Subsidiaries, on the one hand, and the Borrower and its consolidated Subsidiaries, on the other hand, such financial statements or Form 10-K or 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated Subsidiaries, on the one hand, and the information relating to the 116 Borrower and its consolidated Subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationfinancial statements are in lieu of financial statements required to be provided under Section 5.01(b), they such financial statements shall be treated as accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 10.07); (y5.01(b) all Borrower Materials marked as if the references to the PUBLICBorrowerare permitted therein were references to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationsuch Parent Company.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Other Information. (i) Promptly upon receiving a request therefor from transmission thereof, copies of any reportings or filings by the Borrower or any of its Subsidiaries with regulatory agencies (including the SEC but excluding the PUCT and FERC, if applicable); provided that the Borrower shall furnish such reports or filings as the Administrative Agent may reasonably request from time to time and (acting ii) such other information or documents (financial or otherwise) as the Administrative Agent on its own behalf or at on behalf of the Required Lenders may reasonably request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC6.01(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersArranger, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (InfraREIT, Inc.)

Other Information. Promptly upon receiving a request therefor from Such other information respecting the Administrative Agent business, condition (acting on its own behalf financial or at the request of any Lender or L/C Issuerotherwise), prepare and deliver to operations, liabilities (actual or contingent), performance, properties or prospects of the Administrative Agent and the Lenders such other information with respect to the Company, Borrower or any of its SubsidiariesSubsidiaries as any of the Lender Parties, as through the Administrative Agent, may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a5.03(b) or (b) or Section 6.02(e)(i) or (iiic) (to the extent any such documents are included in materials otherwise filed with the SECSecurities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered to the Administrative Agent and the Lender Parties on the date the Administrative Agent receives notice (iwhich may be electronic) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which that such documents are posted available on the Company’s behalf on an Internet EXXXX or intranet websitea similar online service, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company that requests it to deliver such paper copies until a written request to cease delivering paper copies is of given by the Administrative Agent or such Lender and (ii) the Company Administrative Agent shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders Lenders, the Swing Line Bank and the L/C Issuers Issuing Bank materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders may be "public-side" Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material material, non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa "Public Lender"). Each The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersIssuing Bank, the L/C Issuers Swing Line Bank and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)laws; (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side InformationInvestor;" and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side InformationInvestor.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”" Financial Covenant

Appears in 1 contract

Samples: Credit Agreement (Caremark Rx Inc)

Other Information. Promptly upon receiving a the reasonable request therefor from therefor, such other information (including related to insurance) or documents (financial or otherwise) relating to any Credit Party or any Subsidiary as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to (through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as Agent) may reasonably request from time to time may be reasonably in good faith (excluding (i) information subject to attorney-client privilege, (ii) information the subject of binding confidentiality agreements entered into in good faith, and (iii) any information relating to any investigation by any Governmental Authority to the extent (A) such information is identifiable to a particular individual and the Parent Borrower in good faith determines such information should remain confidential or (B) the information requested by the Administrative Agentis not factual in nature). Documents required to be delivered pursuant to Section 6.01(a) or (b) or and Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC6.01(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent Borrower posts such documents, or provides a link thereto on the CompanyParent Borrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted made available by the Parent Borrower to the Administrative Agent for posting on the CompanyParent Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that the Parent Borrower’s having filed with the SEC (ia) an annual report on Form 10-K for such year will satisfy the Company Parent Borrower’s obligation under Section 6.01(a) with respect to such year and (b) a quarterly report on Form 10-Q for such quarter will satisfy the Parent Borrower’s obligation under Section 6.01(b) with respect to such quarter; provided further that upon written request by the Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent or any for further distribution to each Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Each The Parent Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C LC Issuers materials and/or information provided by or on behalf of such the Parent Borrower hereunder (collectively, “Parent Borrower Materials”) by posting the Parent Borrower Materials on DebtDomain, IntraLinks, Syndtrak SyndTrack Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Parent Borrower or their respective Affiliatesits securities if the Parent Borrower had publicly traded securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Parent Borrower hereby agrees that (w) to make all Parent Borrower Materials that are the Parent Borrower intends to be made available to Public Lenders shall be clearly and conspicuously marked designated as “PUBLIC.which, at a minimum, shall mean that the word By designating Parent Borrower Materials as “PUBLIC”, the Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the Platform designated “Public Investor,which is intended to contain only information that would either be publicly available or not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws if the Parent Borrower had publicly traded securities. Notwithstanding the foregoing, the Parent Borrower shall appear prominently on the first page thereof; (x) by marking not be under any obligation to xxxx any Parent Borrower Materials “PUBLIC,.the Borrowers shall The Parent Borrower agrees that (i) any Loan Documents and (ii) any financial statements delivered pursuant to Section 6.01(a) and Section 6.01(b) will be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such be “public-side” Parent Borrower Materials as and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not containing any made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers Parent Borrower or their respective its securities for purposes of United States Federal and federal or state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationlaws.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Patheon Holdings Cooperatief U.A.)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding the business, properties or financial condition of any Consolidated Party as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Required Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or 7.1(a), (b) or Section 6.02(e)(i) or (iiif) (to the extent any such documents are included in materials otherwise filed with the SECSecurities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.1; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party third‑party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Lender materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public non‑public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public non‑public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Tractor Supply Co /De/)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer)From time to time, prepare and deliver to the Administrative Agent and the Lenders such other information or documents (financial or otherwise) with respect to the Company, any of Borrower or its Subsidiaries, Subsidiaries as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsmay reasonably request. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Lead Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersLead Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Dole Food Co Inc)

Other Information. Promptly upon receiving a request therefor from Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries; provided, however, that none of the Parent Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (acting on a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Parent Borrower or any of its own behalf subsidiaries or at the request any of any Lender or L/C Issuer)their respective customers and/or suppliers, prepare and deliver (b) in respect of which disclosure to the Administrative Agent and the Lenders such other information with respect to the Company, or any Lender (or any of its Subsidiariestheir respective representatives) is prohibited by any applicable Requirement of Law, as from time (c) that is subject to time may be reasonably requested by attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Administrative AgentParent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(j)). Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent Borrower 122 ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] (or a representative thereof) posts such documents, documents (or provides a link thereto on the Company’s website on the Internet thereto) at the website address listed on Schedule 10.029.01; provided that the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are posted delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Company’s behalf Parent Borrower on an Internet IntraLinks, SyndTrak or intranet another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: , (iiii) the Company shall deliver paper copies of on which such documents are faxed to the Administrative Agent (or any Lender upon its request electronically mailed to the Company to deliver such paper copies until a written request to cease delivering paper copies is given an address provided by the Administrative Agent Agent) or such Lender and (iiiv) the Company shall notify the Administrative Agent and each Lender (with respect to any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by facsimile Holdings or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such request by a Lender for deliveryitems have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that the obligations in paragraphs (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) this Section 5.01 may have personnel who do not wish to receive material non-public information be satisfied with respect to any financial statements of the Borrowers Parent Borrower by furnishing (Ai) the applicable financial statements of Holdings (or their respective Affiliatesany other Parent Company) or (A)ii) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the respective securities of any of SEC, in each case, within the foregoingtime periods specified in such paragraphs; provided that, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that each of clauses (wA) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which(B), at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (xi) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationfinancial statements relate to any Parent Company, they such financial statements shall be treated accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Parent Borrower as set forth having been fairly presented in Section 10.07); all material respects and (yii) all Borrower Materials marked “PUBLIC” to the extent such statements are permitted in lieu of statements required to be made available through provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a portion report and opinion of the Platform designated an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to Public Side Information;going concern” and scope of audit (z) except for any such qualification pertaining to the Administrative Agent and maturity of any Indebtedness occurring within the Arrangers shall be entitled four fiscal quarter period following the relevant audit opinion or any potential inability to treat satisfy any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting financial covenant on a portion future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the Platform not designated “Public Side Informationdates indicated and its income and cash flows for the periods indicated in conformity with GAAP).” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Certara, Inc.)

Other Information. Promptly upon receiving a request therefor from Such other reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Administrative Borrower and its Restricted Subsidiaries; provided, however, that neither the Administrative Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (acting on a) that constitutes non-financial trade secrets or non-financial proprietary information of the Administrative Borrower or any of its own behalf subsidiaries or at the request any of any Lender or L/C Issuer)their respective customers and/or suppliers, prepare and deliver (b) in respect of which disclosure to the Administrative Agent and the Lenders such other information with respect to the Company, or any Lender (or any of its Subsidiariestheir respective representatives) is prohibited by any applicable Requirement of Law, as from time (c) that is subject to time may be reasonably requested by attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Administrative AgentBorrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(j)). Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Administrative Borrower (or a representative thereof) posts such documents, documents (or provides a link thereto on the Company’s website on the Internet thereto) at the website address listed on Schedule 10.029.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(i) above, the Administrative Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Administrative Borrower to the Administrative Agent for posting on behalf of the Company’s behalf Administrative Borrower on an Internet IntraLinks, SyndTrak or intranet another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided that: by the Administrative Agent); or (iiv) with respect to any item required to be delivered pursuant to Section 5.01(i) above in respect of information filed by the Administrative Borrower or its applicable Parent Company with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “XXXXX”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (g) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Administrative Borrower by furnishing (A) the applicable financial statements of any Parent Company shall deliver paper copies or (B) in the case of paragraphs (a) and (b) of this Section 5.01, the Form 10-K or 10-Q, as applicable, of the Administrative Borrower or any Parent Company filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such documents filing to the Administrative Agent or any Lender upon its request Lender; provided that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Parent Company to deliver and (2) either (I) such paper copies until Parent Company (or any other Parent Company that is a written request to cease delivering paper copies is given subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Administrative Agent Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the Administrative Borrower and its subsidiaries) or (II) there are material differences between the financial statements of such Lender Parent Company and its consolidated subsidiaries, on the one hand, and the 133 Administrative Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Administrative Borrower and its consolidated subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Administrative Borrower as having been fairly presented in all material respects and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationstatements are in lieu of statements required to be provided under Section 5.01(b), they such statements shall be treated as accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 10.07); (y5.01(b) all Borrower Materials marked as if the references to PUBLICthe Administrative Borrowerare permitted therein were references to such Parent Company. No financial statement required to be made available through a portion of the Platform designated “Public Side Information;” and delivered pursuant to Section 5.01(a) or (zb) the Administrative Agent and the Arrangers shall be entitled required to treat include acquisition accounting adjustments relating to the Transactions or any Borrower Materials that are Permitted Acquisition or other Investment to the extent it is not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationpracticable to include any such adjustments in such financial statement.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Syneos Health, Inc.)

Other Information. Promptly upon receiving a the reasonable request therefor from therefor, such other information or documents (financial or otherwise) relating to any Credit Party or any Subsidiary as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to (through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as Agent) may reasonably request from time to time may be reasonably in good faith (excluding (i) information subject to attorney-client privilege, (ii) information the subject of binding confidentiality agreements entered into in good faith, and (iii) any information relating to any investigation by any Governmental Authority to the extent (A) such information is identifiable to a particular individual and the Parent Borrower in good faith determines such information should remain confidential or (B) the information requested by the Administrative Agentis not factual in nature). Documents required to be delivered pursuant to Section 6.01(a6.01 (a) or and (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent Borrower posts such documents, or provides a link thereto on the CompanyParent Borrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyParent Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Company Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent or any for further distribution to each Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Parent Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Each The Parent Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Parent Borrower hereunder (collectively, “Parent Borrower Materials”) by posting the Parent Borrower Materials on DebtDomain, IntraLinks, Syndtrak SyndTrack Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Parent Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Parent Borrower hereby agrees that (w) to make all Parent Borrower Materials that are the Parent Borrower intends to be made available to Public Lenders shall be clearly and conspicuously marked designated as “PUBLIC” which, at a minimum, shall mean that the word ”. By designating Parent Borrower Materials as “PUBLIC”, the Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the Platform designated “Public Investor,which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Parent Borrower shall appear prominently on the first page thereof; (x) by marking not be under any obligation to xxxx any Parent Borrower Materials “PUBLIC,.the Borrowers shall The Parent Borrower agrees that (i) any Loan Documents and (ii) any financial statements delivered pursuant to Section 6.01(a) and (b) will be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such be “public-side” Borrower Materials as and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not containing any made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers Parent Borrower or their respective its securities for purposes of United States Federal and federal or state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationlaws.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Patheon Inc)

Other Information. Promptly upon receiving a request therefor from time to time, such other information concerning the Loan Parties as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request for delivery by a Lender for deliveryLender, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, may make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.” Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Kapstone Paper & Packaging Corp)

Other Information. Promptly upon receiving a request therefor from Such other information respecting the Administrative Agent business, condition (acting on its own behalf financial or at the request otherwise), operations, performance, properties or prospects of any Lender Loan Party or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its SubsidiariesSubsidiaries as any Agent, as or any Lender Party through the Administrative Agent, may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(aSections 5.03(b) or (bc) or Section 6.02(e)(i) or (iii8.2(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02in Section 9.01; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Sections 5.03(b) and (c), as the case may be, to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Bank materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.079.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLICInvestor.”

Appears in 1 contract

Samples: Credit Agreement (Cracker Barrel Old Country Store, Inc)

Other Information. Promptly upon receiving a request therefor from Such other information respecting the business, properties or Collateral, or the condition or operations, financial or otherwise, of the Borrower and its Subsidiaries as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to (through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as Agent) may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.06 may be delivered electronically and, in the case of Sections 5.06(a), 5.06(b), 5.06(f) and if so delivered, 5.06(g) shall be deemed to have been delivered on the date (i) on which the Company posts if such documents, or provides one or more annual, quarterly or other reports or filings containing such documents (including, in the case of certifications required pursuant to Section 5.06(b), the certifications accompanying any such quarterly report pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002), (i) shall have been posted or provided a link thereto to on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or at xxxx://xxx.xxxxxxxx.xxx, (ii) shall be available on which such documents are the website of the SEC at xxxx://xxx.xxx.xxx or (iii) shall have been posted on the CompanyBorrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall not have no an obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Loan Parties hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak /IntraAgency or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their securities) (each, a “Public Lender”). If any Borrower Materials are designated by the Loan Parties as “PRIVATE”, such Borrower Materials will not be made available to that portion of the Borrowers Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or their respective Affiliates, or the respective securities of any of the foregoing, and who not material information (though it may be engaged in investment sensitive and other market-related activities proprietary) with respect to such Persons’ securitiesBorrower, its Subsidiaries or their securities for purposes of United States Federal and State securities laws. Each Borrower hereby agrees that (w) all The Administrative Agent shall be entitled to treat any Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously not marked “PUBLICPRIVATEwhich, at a minimum, shall mean that the word or PUBLICCONFIDENTIALshall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower, its Subsidiaries or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Willbros Group, Inc.\NEW\)

Other Information. Promptly upon receiving a the reasonable request therefor from therefor, such other information or documents (financial or otherwise (including related to insurance)) relating to any Credit Party or any Subsidiary as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to (through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as Agent) may reasonably request from time to time may be reasonably requested by in good faith (excluding (i) information subject to attorney-client privilege, (ii) information the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or subject of binding confidentiality agreements entered into in good faith, and (iii) (any information relating to any investigation by any Governmental Authority to the extent any (A) such documents are included information is identifiable to a particular individual and the Parent Borrower in materials otherwise filed with good faith determines such information should remain confidential or (B) the SEC) information requested is not factual in nature). The Section 6.01 Financials may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent Borrower posts such documents, or provides a link thereto documents on the CompanyParent Borrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted made available by the Parent Borrower to the Administrative Agent for posting on the CompanyParent Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that the Parent Borrower’s having filed with the SEC (ia) an annual report on Form 10-K for such year will satisfy the Company shall deliver paper copies of Parent Borrower’s obligation under Section 6.01(a) with respect to such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender year and (iib) a quarterly report on Form 10-Q for such quarter will satisfy the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mailParent Borrower’s obligation under Section 6.01(b) of the posting of any with respect to such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsquarter. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Each Borrower The Parent hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C LC Issuers materials and/or information provided by or on behalf of such the Parent Borrower hereunder (collectively, “Parent Borrower Materials”) by posting the Parent Borrower Materials on DebtDomain, IntraLinks, Syndtrak SyndTrack Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Parent Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Parent Borrower hereby agrees that (w) to make all Parent Borrower Materials that are the Parent Borrower intends to be made available to Public Lenders shall be clearly and conspicuously marked designated as “PUBLIC.which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking By designating Parent Borrower Materials as “PUBLIC,” the Borrowers Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Parent Borrower shall not be under any obligation to mark any Parent Borroxxx Materials “PUBLIC.” The Parent Borrower agrees that (i) any Loan Documents and (ii) any financial statements delivered pursuant to Sections 6.01(a) and (b) will be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such be “public-side” Borrower Materials as and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not containing any made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers Parent Borrower or their respective its securities for purposes of United States Federal and federal or state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationlaws.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (PGT, Inc.)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding the business, properties or financial condition of any Consolidated Party as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or ), (b) or Section 6.02(e)(i) or (iiig) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Administrative Borrower posts such documents, or provides a link thereto on the CompanyAdministrative Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s Borrowers’ behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Company Administrative Agent, the Administrative Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Administrative Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Administrative Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrowers with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Arranger will make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each Borrower The Borrowers hereby agrees agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the ArrangersArranger, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLICInvestor.”

Appears in 1 contract

Samples: Credit Agreement (Potlatch Corp)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer)with reasonable promptness, prepare and deliver to the Administrative Agent and the Lenders such other information and data with respect to the Company, Borrower or any of its Subsidiaries, Subsidiaries as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a6.01(b) or (b) or Section 6.02(e)(i) or (iiic) (to the extent any such documents are included in materials otherwise filed with the SEC) or Section 6.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted filed for public availability on the CompanySEC’s behalf on an Internet or intranet website, if any, to which each Lender Electronic Data Gathering and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent)Retrieval System; provided that: (i) , the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Mosaic Co)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other Such additional information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative AgentAgent or any Lender through the Administrative Agent (i) regarding the business of any Loan Party or any Material Subsidiary or (ii) for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 6.01(a) or (b) 6.01 or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto thereto, on the CompanyBorrower’s website on the Internet at the website address addresses listed on Schedule 10.02; , or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet Xxxxxxx Datasite One, Syndtrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (iA) upon written request by the Company Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any for further distribution to each Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) the Company Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinksXxxxxxx Datasite One, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public any information with respect to any of the Borrowers Borrower or their respective Affiliatesits Subsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and 107 who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. Each The Borrower hereby agrees that (wi) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofthereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (xii) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material nononly Public-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws Side Information (provided, provided however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0710.08); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Public-Side Information;” ”; and (ziv) the Administrative Agent and and/or the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Public-Side Information.” Notwithstanding For the foregoingavoidance of doubt, no Borrower the foregoing shall be under any obligation subject to xxxx any Borrower Materials “PUBLICthe provisions of Section 10.08.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Allegro Microsystems, Inc.)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding the business, properties or financial condition of any Consolidated Party as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.1(a) or (b) or Section 6.02(e)(i) or (iii7.1(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party third‑party website or whether sponsored by the Administrative Agent); provided that: (i) . Notwithstanding anything contained herein, in every instance the Company Borrower shall deliver be required to provide paper copies of such documents the Officer’s Certificates required by Section 7.1(c) to the Administrative Agent or any Lender upon its request to Agent. Except for such Officer’s Certificates, the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Lender materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public‑side” Lenders (i.e., Lenders that do not wish to receive material non‑public information with respect to the Borrower or its securities) (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities). Each The Borrower hereby agrees that (wx) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; and (xy) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Syndication Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding the foregoing, no the Borrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.” CHAR1\1351553v8 86

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

Other Information. Promptly upon receiving a request therefor from From time to time such other information concerning the Company and its Subsidiaries (including financial and management reports submitted to the Company by independent auditors in connection with each annual or interim audit made by such auditors of the books of the Company) as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to Bank through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) 10.1.1, 10.1.2 or (b) or Section 6.02(e)(i) or (iii) 10.1.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto thereto, on the Company’s website on the Internet at the website address listed on Schedule 10.0214.3; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) that the Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Bank) of the posting of any such documents and document and, promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic versions version (i.e., a soft copiescopy) of any such documentsdocument specifically requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Company hereby acknowledges that (a) the Administrative Agent Lead Arrangers and/or the Arrangers may, but shall not be obligated to, JPMorgan will make available to the Lenders Banks and the L/C Issuers Issuing Banks materials and/or information provided by or on behalf of such Borrower the Company hereunder (collectively, “Borrower Materials”) to Banks and potential Banks by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders Banks or potential Banks may be “public-side” Banks (eachi.e., a “Public Lender”) may have personnel who Banks that do not wish to receive material non-public information with respect to any the Company or its securities) (each, a “Public Bank”). The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Banks and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders Banks shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Company shall be deemed to have authorized the Administrative AgentLead Arrangers, JPMorgan, the Arrangers, the L/C Issuers Banks and the Lenders proposed Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Company or their respective its securities for purposes of United States Federal and state securities laws (providedlaws, however, it being understood that to the extent certain of such Borrower Materials constitute Information, they shall may be treated as set forth in subject to the confidentiality requirements of Section 10.07)14.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent Lead Arrangers and the Arrangers JPMorgan shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a on, and shall only post such Borrower Materials on, the portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding the foregoing, no Borrower the Company shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Assignment Agreement (Regal Beloit Corp)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer)such request, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to regarding the Companybusiness, any properties or financial condition of its Subsidiaries, the Consolidated Parties as from time to time the Agent or the Required Lenders may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.1(a), 7.1(b) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC7.1(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Airgas posts such documents, or provides a link thereto documents on the Company’s Securities and Exchange Commission website on the Internet or Airgas’ website at the website address listed on Schedule 10.0211.1; or (ii) on which such documents are posted on the Company’s Airgas’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company if such Person does not have access to such websites, Airgas shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company that requests Airgas to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Airgas shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and and, if requested by the Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Notwithstanding anything contained herein, in every instance Airgas shall be required to provide paper copies of the compliance certificates required by Section 7.1(c) to the Agent. Except for such compliance certificates, the Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Airgas with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, MLPFS will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Airgas or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the ArrangersMLPFS, the L/C Issuers Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers any Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and the Arrangers MLPFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated marked as “Public Side Information.” Notwithstanding the foregoing, no Borrower the Borrowers shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Airgas Inc)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver Deliver to the Administrative Agent and each Lender: concurrently with the Lenders such other information delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); promptly after the same are filed with respect the SEC, copies of all proxies which the Borrower may file with the SEC under Section 14(a) of the Exchange Act and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the CompanyAdministrative Agent pursuant hereto; and promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of its Subsidiariesthe Loan Documents, as the Administrative Agent or any Lender may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i6.02(b) or (iiic) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts (or electronically delivers) such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at one or more of the website address addresses listed on Schedule 10.02; or (ii) on which such documents are posted to the SEC’s website at wxx.xxx.xxx or (iii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, any Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak Debt Domain, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that provided by the Borrower to the Administrative Agent and/or any Arranger, which are to be made available to Public Lenders Lenders, shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the 47354535_7 Administrative Agent, the Arrangerseach Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (DPL Inc)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Assignment and Assumption (Chicago Bridge & Iron Co N V)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding the business, properties or financial condition of any Consolidated Party as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.1(a) or (b) or Section 6.02(e)(i) or (iii7.1(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) . Notwithstanding anything contained herein, in every instance the Company Borrower shall deliver be required to provide paper copies of such documents the Officer’s Certificates required by Section 7.1(c) to the Administrative Agent or any Lender upon its request to Agent. Except for such Officer’s Certificates, the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Lender materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that (wx) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; and (xy) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Syndication Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding the foregoing, no the Borrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

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Other Information. Promptly upon receiving a request therefor from With reasonable promptness, such other information or existing documents (financial or otherwise) as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may reasonably request from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to Section 6.01(a) or ), (b) or Section 6.02(e)(i) or ), (iiic), (g) (to the extent any such documents are included in materials otherwise filed with the SEC) and (h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) that the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and and, if requested, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Fronting Banks materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower The Borrowers hereby agrees agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Fronting Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding For the foregoingavoidance of doubt, no Borrower shall be under any obligation required to xxxx any Borrower Materials documents “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group Ltd.)

Other Information. Promptly upon receiving a request therefor from With reasonable promptness, such other information or existing documents (financial or otherwise) as the Administrative Agent or any Lender (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as Agent) may reasonably request from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to Section 6.01(a) or ), (b) or Section 6.02(e)(i) or ), (iiic), (f), (g) (to the extent any such documents are included in materials otherwise filed with the SEC) and (h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (including, without limitation, the SEC’s “XXXXX” filing system website) (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) that the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and and, if requested, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers Arranger may, but shall not be obligated to, make available to the Lenders Lenders, the Fronting Banks, and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower The Borrowers hereby agrees agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers each Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersArranger, the Fronting Banks, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding For the foregoingavoidance of doubt, no Borrower shall be under any obligation required to xxxx any Borrower Materials documents “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group Ltd.)

Other Information. Promptly upon receiving a request therefor from Such other certificates, reports and information (financial or otherwise) as the Administrative Agent (acting on its own behalf or at the may reasonably request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may regarding the financial condition or business of the Borrower Representative and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower Representative nor any Restricted Subsidiary shall be reasonably requested by required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower Representative or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent, any Lender or any Issuing Bank (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client, lawyer-client or similar privilege or constitutes attorney or legal counsel work product or (d) in respect of which Holdings, the Borrower Representative or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(l)). Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower Representative (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.029.01; provided, that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower Representative shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Borrower Representative to the Administrative Agent for posting on behalf of the Company’s behalf Borrower Representative on an Internet IntraLinks/SyndTrak or intranet websiteanother relevant website (the “Platform”), if any, to which each Lender Lender, each Issuing Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided that: by the Administrative Agent); or (iiv) in respect of the items required to be delivered pursuant to Section 5.01(k) above with respect to information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may instead be satisfied with respect to any financial statements of the Borrower Representative by furnishing (A) the applicable financial statements of any Parent Company shall deliver paper copies or (B) any Parent Company’s Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such documents filing to the Administrative Agent or any Lender upon its request Lender; provided, that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Parent Company to deliver and (2) either (I) such paper copies until Parent Company (or any other Parent Company that is a written request to cease delivering paper copies is given subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Administrative Agent Borrower Representative in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the Borrower Representative and its subsidiaries) or (II) there are material differences between the financial statements of such Lender Parent Company and its consolidated subsidiaries, on the one hand, and the Borrower Representative and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower Representative and its consolidated subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower Representative as having been fairly presented in all material respects and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationstatements are in lieu of statements required to be provided under Section 5.01(b), they such statements shall be treated as accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 10.075.01(b); (y) all Borrower Materials marked “PUBLIC” are permitted . No financial statement required to be made available through a portion of the Platform designated “Public Side Information;” and delivered pursuant to Section 5.01(a) or (zb) the Administrative Agent and the Arrangers shall be entitled required to treat include acquisition accounting adjustments relating to any Borrower Materials that are Permitted Acquisition or other investment to the extent it is not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationpracticable to include any such adjustments in such financial statement.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (iFit Health & Fitness Inc)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer)From time to time, prepare and deliver to the Administrative Agent and the Lenders such other information or documents (financial or otherwise) with respect to the Company, Borrower or any of its Subsidiaries, Subsidiaries as from time to time may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to , the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Collateral Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by (through the Administrative Agent or such Lender Agent) may reasonably request, including any “management letter” received from the Borrower’s certified public accountants and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsmanagement’s response thereto. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or its Affiliates, or their respective Affiliates, or the respective securities of any of the foregoingsecurities, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; , (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information MNPI with respect to the Borrowers Borrower, its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationconfidential information, they shall be treated as set forth in Section 10.0713.16); , (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Pyramid Communication Services, Inc.)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary or regarding compliance with the terms of the Loan Documents as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may reasonably request, provided that the Borrower shall not be reasonably requested by the Administrative Agentrequired to provide financial projections, a management letter, or consolidating financial statements more frequently than once per calendar year. Documents required to be delivered pursuant to Section 6.01(a5.18(a) or (b) or Section 6.02(e)(i) or (iiic) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.028.01; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.18(g) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Banks materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public- side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that so long as Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute InformationInformation (as defined in Section 8.15), they shall be treated as set forth in Section 10.078.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding the foregoing, no Borrower shall not be under any obligation to xxxx mxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Revolving Credit Facility Agreement (Lennox International Inc)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer)such request, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to regarding the Companybusiness, any properties or financial condition of its Subsidiaries, the Consolidated Parties as from time to time the Agent or the Required Lenders may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.1(a), 7.1(b) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC7.1(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Airgas posts such documents, or provides a link thereto documents on the Company’s Securities and Exchange Commission website on the Internet or Airgas’ website at the website address listed on Schedule 10.0211.1; or (ii) on which such documents are posted on the Company’s Airgas’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party third‑party website or whether sponsored by the Administrative Agent); provided that: (i) the Company if such Person does not have access to such websites, Airgas shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company that requests Airgas to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Airgas shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and and, if requested by the Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Airgas with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges that (a) the Administrative Agent and/or the Arrangers MLPFS may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Airgas or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the ArrangersMLPFS, the L/C Issuers Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers any Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and the Arrangers MLPFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated marked as “Public Side Information.” Notwithstanding the foregoing, no Borrower the Borrowers shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Airgas Inc)

Other Information. Promptly upon receiving a request therefor from request, the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver Loan Parties shall provide to the Administrative Agent and the Lenders such other information with respect to respecting the Companybusiness, operations, or Property of the Borrower or any of its SubsidiariesRestricted Subsidiary, financial or otherwise, as from time to time may be reasonably requested by any Lender through the Administrative AgentAgent may reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b5.2(a), Section 5.2(b) or Section 6.02(e)(i) or (iii5.2(s) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the Company’s Borrower's website on the Internet at the website address listed on Schedule 10.02in Section 9.9; or (ii) on which such documents are posted on the Company’s Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (ai) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Arranger will make available to the Lenders and the L/C Issuers Issuing Lender materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak SyndTrak Online or another similar electronic system (the "Platform") and (bii) certain of the Lenders may be "public-side" Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa "Public Lender"). Each The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean means that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersArranger, the L/C Issuers Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.079.8); (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side InformationInvestor;" and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side InformationInvestor.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”"

Appears in 1 contract

Samples: Credit Agreement (Extraction Oil & Gas, Inc.)

Other Information. Promptly upon receiving a request therefor from time to time, such other information concerning the Loan Parties as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request for delivery by a Lender for deliveryLender, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.” Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Kapstone Paper & Packaging Corp)

Other Information. Promptly upon receiving a request therefor from With reasonable promptness, such other information or existing documents (financial or otherwise) as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may reasonably request from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to Section 6.01(a6.01will be delivered in electronic versions (i.e., soft copies) or (b) or Section 6.02(e)(i) or (iii) (by the applicable Borrower by electronic mail to the extent any Administrative Agent who shall post such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s Borrowers’ behalf on an Internet or intranet website, if any, website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company applicable Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company such Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrowers with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Fronting Banks materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower The Borrowers hereby agrees agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Fronting Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group Ltd.)

Other Information. Promptly upon receiving a request therefor from Such other information respecting the Administrative Agent business, condition (acting on its own behalf financial or at the request otherwise), operations, performance, properties or prospects of any Lender Loan Party or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its SubsidiariesSubsidiaries as any Agent, as or any Lender Party through the Administrative Agent, may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(aSections 5.03(b) or (bc) or Section 6.02(e)(i) or (iii5.03(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02in Section 9.01; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Sections 5.03(b) and (c), as the case may be, to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Bank materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.079.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLICInvestor.”

Appears in 1 contract

Samples: Credit Agreement (Cracker Barrel Old Country Store, Inc)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from therefor, such other information regarding the business, properties or financial condition of any Group Company as the Administrative Agent (acting on its own behalf or at the request of any Lender may reasonably request, which may include such information as any Lender may reasonably determine is necessary or L/C Issuer)advisable to enable it either (i) to comply with the policies and procedures adopted by it and its Affiliates to comply with the Bank Secrecy Act, prepare the U.S. Patriot Act and deliver all applicable regulations thereunder or (ii) to respond to requests for information concerning Holdings and its Subsidiaries from any governmental, self-regulatory organization or financial institution in connection with its anti-money laundering and anti-terrorism regulatory requirements or its compliance procedures under the Administrative Agent and the Lenders such other U.S. Patriot Act, including in each case information with respect to concerning the Company, any ’s direct and indirect shareholders and its use of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentproceeds of the Loans hereunder. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, delivered shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges agree and acknowledge that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, will at their option make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers, hereunder (collectively, “Borrower Materials”) by posting the such Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) ). The parties hereto further agree and (b) acknowledge that certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the a Loan Party or its securities (each, a “Public Lender”). The Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees agree that (wi) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (xii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Joint Lead Arrangers and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although such materials may be sensitive and proprietary) with respect to the Borrowers a Loan Party or their respective its securities for purposes of United Untied States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07)laws; (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;Investor,” and (ziv) the Administrative Agent Agent, the Joint Lead Arrangers and the Arrangers Lenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLICInvestor.”

Appears in 1 contract

Samples: Credit Agreement (Duane Reade Inc)

Other Information. Promptly upon receiving a request therefor from Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (acting on its own behalf i) that constitutes non-financial trade secrets or at non-financial proprietary information of Holdings, the request Parent Borrower and/or any of any Lender or L/C Issuer)their respective subsidiaries, prepare and deliver customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent and or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lenders such other information Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Company, any of its Subsidiaries, as from time to time may be reasonably requested by Parent Borrower shall (A) make the Administrative AgentAgent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on the Company’s website of the Parent Borrower on the Internet at the website address listed on Schedule 10.029.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Parent Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents on the website of the Parent Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Company’s behalf Parent Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (iiii) the Company shall deliver paper copies of such on which executed certificates or other documents are faxed to the Administrative Agent (or any Lender upon its request electronically mailed to the Company to deliver such paper copies until a written request to cease delivering paper copies is given an address provided by the Administrative Agent Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or with the 125 SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such Lender items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), and (b) of this Section 5.01 may be satisfied with respect to any financial statements of the Parent Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Parent Borrower as having been fairly presented in all material respects and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationstatements are in lieu of statements required to be provided under Section 5.01(b), they such statements shall be treated as accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 10.075.01(b); (y) all Borrower Materials marked “PUBLIC” are permitted . Any financial statement required to be made available through a portion of delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Platform designated “Public Side Information;” and (z) Transactions or any Permitted Acquisition to the Administrative Agent and the Arrangers shall be entitled extent it is not practicable to treat include any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationsuch adjustments in such financial statement.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: First Amendment Agreement (Ecovyst Inc.)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional financial and other information as the Administrative Agent (acting on its own behalf or Agent, at the request of any Lender or L/C Issuer)Lender, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.1(a) or (b) or Section 6.02(e)(i) or (iii7.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.1; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and if requested by the Administrative Agent provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Arranger will make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersArranger, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated marked as “Public Side Information.” ”. Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx mxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Advance America, Cash Advance Centers, Inc.)

Other Information. Promptly upon receiving a request therefor from Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (acting on its own behalf i) that constitutes non-financial trade secrets or at non-financial proprietary information of Holdings, the request Borrower and/or any of any Lender or L/C Issuer)their respective subsidiaries, prepare and deliver customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent and or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lenders such other information Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Company, any of its Subsidiaries, as from time to time may be reasonably requested by Borrower shall (A) make the Administrative AgentAgent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations. Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on the Company’s website of the Borrower on the Internet at the website address listed on Schedule 10.029.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which may be by email (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on behalf of the Company’s behalf Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which executed certificates or other documents are electronically mailed to an address provided by the Administrative Agent; or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that: , with respect to each of clauses (A) and (B), (i) the Company shall deliver paper copies of such documents to the Administrative Agent or extent such financial statements relate to any Lender upon its request Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Company to deliver such paper copies until Borrower and its consolidated subsidiaries on a written request to cease delivering paper copies is given standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Administrative Agent or such Lender Borrower as having been fairly presented in all material respects and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationstatements are in lieu of statements required to be provided under Section 5.01(b), they such statements shall be treated as accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 10.075.01(b); (y) all Borrower Materials marked “PUBLIC” are permitted . Any financial statement required to be made available through a portion of delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the Platform designated “Public Side Information;” and (z) Transactions or any -105- 129590608_2#96809902v9 Permitted Acquisition to the Administrative Agent and the Arrangers shall be entitled extent it is not practicable to treat include any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationsuch adjustments in such financial statement.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: First Lien Credit Agreement (Hayward Holdings, Inc.)

Other Information. Promptly upon receiving a request therefor from Such other information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of its Restricted Subsidiaries as the Administrative Agent (acting on its own behalf Agent, or at the request of any Lender Party through the Administrative Agent, may from time to time reasonably request; provided that, in no event will any Loan Party or L/C Issuer)any Restricted Subsidiary be required to provide any trade secrets or information to the extent that the provision thereof would violate any law, prepare and deliver rule or regulation, or any obligation of confidentiality binding upon or waive any privilege that may be amended by, such Loan Party or Restricted Subsidiary or any Affiliate thereof; provided, further, that in the event that any Loan Party or Restricted Subsidiary does not provide any information in reliance on the immediately preceding proviso, the Borrower shall provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and the Lenders Borrower shall use commercially reasonable efforts to communicate (or procure that such other Loan Party or Restricted Subsidiary communicates), to the extent feasible, the applicable information in a way that would not violate the applicable obligation or risk wavier of such privilege. Notwithstanding the foregoing, the obligations in paragraphs (b) and (c) of this Section 5.03 may be satisfied with respect to financial information of the Company, any of Borrower and its SubsidiariesSubsidiaries by furnishing the Form 10-K or 10-Q (or the equivalent), as from time to time may be reasonably requested applicable, of the Borrower filed with the SEC, provided that such materials are accompanied by the Administrative Agentdocumentation specified in clauses (A) and (B) of paragraphs (b) and (c), respectively. Documents required to be delivered pursuant to Section 6.01(a5.03(b) or (b) or Section 6.02(e)(i) or (iiic) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02in Section 9.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuing Banks materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the L/C Issuers Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Informationinformation, they shall be treated as set forth in Section 10.079.10); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”76

Appears in 1 contract

Samples: Credit Agreement (Kansas City Southern)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional information regarding the business, financial or corporate affairs of CNL RPI or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Arranger will make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers CNL RPI or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersArranger, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers CNL RPI or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (CNL Retirement Properties Inc)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding sustainability matters, the business, properties or financial condition of the Credit Parties and their Subsidiaries as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) 7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02in Section 11.1; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Lender. Except for such Officer’s Compliance Certificates, the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Lender materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any the Borrower or its securities) (each, a “Public Lender”). The Borrower will use commercially reasonable efforts to identify that portion of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Lenders and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersArranger, the L/C Issuers Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLICInvestor.”

Appears in 1 contract

Samples: Credit Agreement (DCP Midstream, LP)

Other Information. (i) Promptly upon receiving a request therefor from their becoming available, copies of (A) all financial statements, reports, notices and proxy statements sent or made available generally by Borrower to its security holders acting in such capacity or by any Restricted Subsidiary of Borrower to its security holders other than Borrower or another Restricted Subsidiary of Borrower and (B) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Borrower or any of its Restricted Subsidiaries with any securities exchange or 116 with the Administrative Agent Securities and Exchange Commission or any other Governmental Authority and (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders ii) such other information and data with respect to the Company, Borrower or any of its Subsidiaries, Restricted Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender. Borrower and each Lender acknowledge that certain of the Administrative Agent. Documents Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 6.01(a) 5.01 or (b) otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party another relevant website or whether sponsored by other information platform (the Administrative Agent“Platform”); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent , any document or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each notice that Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but has indicated contains Non-Public Information shall not be obligated to, make available posted on that portion of the Platform designated for such Public Lenders. Borrower agrees to the Lenders and the L/C Issuers materials and/or clearly designate all information provided to Administrative Agent by or on behalf of Borrower which is suitable to make available to Public Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, Administrative Agent reserves the right to post such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials document or notice solely on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain that portion of the Platform designated for Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or Borrower, its Restricted Subsidiaries and their respective Affiliatessecurities. Information required to be delivered pursuant to Section 5.01(a), or the respective securities of any of the foregoingSection 5.01(b), and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (wSection 5.01(k)(i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall have been posted by Administrative Agent, the Arrangers, the L/C Issuers and Agent on an IntraLinks or similar site to which the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers have been granted access or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion on the website of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationSEC at xxxx://xxx.xxx.xxx.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Digitalglobe, Inc.)

Other Information. Promptly upon receiving Such additional information (a) regarding the business operations of any Loan Party or any Material Subsidiary that is a request therefor from Restricted Subsidiary as the Administrative Agent (acting may from time to time on its own behalf or at on behalf of the Required Lenders reasonably request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, (b) as from time to time may be reasonably requested by the Administrative AgentAgent or any Lender through the Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 6.01(a) or (b) 6.01 or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrowers (or Holdings or any Qualified Reporting Subsidiary or Parent Entity) posts such documents, or provides a link thereto thereto, on the CompanyBorrowers’ (or Holdings’ any Qualified Reporting Subsidiary’s or Parent Entity’s) website on the Internet at the website address listed on Schedule 10.02; Internet, or (ii) on which such documents are posted on the Company’s Borrowers’ behalf on an Internet Syndtrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that the Borrowers shall notify (iwhich may be by electronic mail) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public any information with respect to any of the Borrowers Holdings or their respective Affiliatesits Subsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. Each Borrower The Borrowers hereby agrees agree that (wi) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofthereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (xii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material nononly Public-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws Side Information (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.08); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Public-Side Information;” ”; and (ziv) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Public-Side Information.” Notwithstanding For the foregoingavoidance of doubt, no Borrower the foregoing shall be under any obligation subject to xxxx any Borrower Materials “PUBLICthe provisions of Section 11.08.

Appears in 1 contract

Samples: Credit Agreement (Savers Value Village, Inc.)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding the business, properties or financial condition of any Consolidated Party as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.1(a) or (b) or Section 6.02(e)(i) or (iii7.1(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) . Notwithstanding anything contained herein, in every instance the Company Borrower shall deliver be required to provide paper copies of such documents the Officer’s Certificates required by Section 7.1(c) to the Administrative Agent or any Lender upon its request to Agent. Except for such Officer’s Certificates, the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Lender materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective Affiliatesits securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Each The Borrower hereby agrees that (wx) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; and (xy) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Syndication Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding the foregoing, no the Borrower shall not be under any obligation to xxxx mark any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

Other Information. Promptly With reasonable promptness upon receiving a request therefor from any such request, such other information regarding the business, properties or financial condition of any Consolidated Party as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Required Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or 7.1(a), (b) or Section 6.02(e)(i) or (iiif) (to the extent any such documents are included in materials otherwise filed with the SECSecurities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.1; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Arranger will make available to the Lenders and the L/C Issuers Issuing Lender materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the ArrangersArranger, the L/C Issuers Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Tractor Supply Co /De/)

Other Information. (i) Promptly upon receiving a request therefor from their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Administrative Agent (Borrower to its security holders acting on in such capacity or by any Subsidiary of the Borrower to its own behalf security holders, if any, other than the Borrower or at another Subsidiary of the request of any Lender or L/C Issuer)Borrower, prepare and provided that no Credit Party shall be required to deliver to the Administrative Agent or any Lender the minutes of any meeting of its Board of Directors, and the Lenders (ii) such other information and data with respect to the Company, Borrower or any of its Subsidiaries, Subsidiaries as from time to time may be reasonably requested by the Administrative AgentAgent or the Required Lenders. Each notice pursuant to clauses (e) through (k) of this Section 6.1 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.1(f) shall describe with particularity any and all provisions of this Agreement and any other Credit Document that have been breached. Documents required to be delivered pursuant to Section 6.01(a6.1(a) or (b) or Section 6.02(e)(i) or (iii6.1(j) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02Appendix B; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) that the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation Information required to request the delivery of or be delivered pursuant to maintain paper copies of the documents referred this Section may also be delivered by electronic communications pursuant to above, and in any event shall have no responsibility to monitor compliance procedures approved by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall (such approval not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07unreasonably withheld); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (EarthLink Holdings Corp.)

Other Information. Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other Such additional information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative AgentAgent or any Lender through the Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 6.01(a) or (b) 6.01 or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent posts such documents, or provides a link thereto thereto, on the CompanyParent’s website on the Internet at the website address addresses listed on Schedule 10.02; , or (ii) on which such documents are posted on the CompanyParent’s behalf on an Internet Xxxxxxx Datasite One, Intralinks/Intra Agency, Syndtrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (iA) upon written request by the Company Administrative Agent, the Borrower Representative shall deliver paper copies of such documents to the Administrative Agent or any for further distribution to each Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) the Company Parent shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Each Borrower The Parent hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Parent hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainXxxxxxx Datasite One, IntraLinksIntralinks/Intra Agency, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public any information with respect to any of the Borrowers Parent or their respective Affiliatesits Subsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. Each Borrower The Borrowers hereby agrees that (wi) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofthereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (xii) by marking Borrower Materials “PUBLIC,” the Borrowers Parent shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material nononly Public-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws Side Information (provided, provided however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0710.08); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Public-Side Information;” ”; and (ziv) the Administrative Agent and and/or the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Public-Side Information.” Notwithstanding For the foregoingavoidance of doubt, no Borrower the foregoing shall be under any obligation subject to xxxx any Borrower Materials “PUBLICthe provisions of Section 10.08.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Domtar CORP)

Other Information. Promptly upon receiving a request therefor from With reasonable promptness, such other information about the Consolidated Companies as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may reasonably request from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to Section 6.01(a) or 7.09(a), (b) or Section 6.02(e)(i) or (iiic) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided provided, that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery by a Lender for deliveryLender, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such Borrower Loan Party hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each of the Arrangers, the L/C Issuers Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and each of the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated as “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Genuine Parts Co)

Other Information. Promptly upon receiving a request therefor from From time to time, such other information or documents (financial or otherwise) with respect to Holdings, the Borrower or any of its Subsidiaries as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by (through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or 9.01(a), (b) or Section 6.02(e)(i) or (iiig) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0713.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Security Agreement (OCI Partners LP)

Other Information. Promptly upon receiving a request therefor from Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower or any Restricted Subsidiary shall be required to disclose or provide any information (acting on i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Parent Borrower or any of its own behalf subsidiaries or at the request any of any Lender or L/C Issuer)their respective customers and/or suppliers, prepare and deliver (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.01(k)); provided, further, that in the event the Parent Borrower does not provide any certificate, report or information requested pursuant to this clause (k) in reliance on the preceding proviso, the Parent Borrower shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and the Lenders such other information with respect Parent Borrower shall use commercially reasonable efforts to describe, to the Companyextent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, any of its Subsidiariesor without waiving such privilege, as from time to time may be reasonably requested by applicable, the Administrative Agentapplicable certificate, report or information. Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.029.01 (as updated from time to time); provided that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on such website and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Company’s behalf Parent Borrower on an Internet IntraLinks, SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (iiii) the Company shall deliver paper copies of on which such documents are faxed to the Administrative Agent (or any Lender upon its request electronically mailed to the Company to deliver such paper copies until a written request to cease delivering paper copies is given an address provided by the Administrative Agent Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings, the Parent Borrower or any of its Restricted Subsidiaries with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K Reports), on which such Lender items have been made available on the 145 SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), and (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Holdings by furnishing (A) the applicable financial statements of the Parent Borrower (or any Parent Company) or (B) the Parent Borrower’s (or any Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information (which consolidating information need not be audited) that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower or Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Holdings as having been fairly presented in all material respects and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.extent such statements are in lieu of statements required to be provided under Section 5.01(b), soft copies) of such documents. The Administrative Agent statements shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request be accompanied by a Lender for delivery, 94 67484784_8 report and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies opinion of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf an independent registered public accounting firm of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak nationally recognized standing or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish accounting firm reasonably acceptable to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, which report and opinion shall satisfy the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as applicable requirements set forth in Section 10.07); 5.01(b) as if the references to “Holdings” or “the Parent Borrower” (yas applicable) all Borrower Materials marked “PUBLIC” are permitted therein were references to such Parent Company. No financial statement required to be made available through a portion of the Platform designated “Public Side Information;” and delivered pursuant to Section 5.01(a) or (zb) the Administrative Agent and the Arrangers shall be entitled required to treat include acquisition accounting adjustments relating to the Transactions or any Borrower Materials that are Permitted Acquisition or other Investment to the extent it is not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationpracticable to include any such adjustments in such financial statement.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Lease I Agreement (Bowlero Corp.)

Other Information. Promptly upon receiving a request therefor from From time to time such other information concerning the Company and its Subsidiaries (including financial and management reports submitted to the Company by independent auditors in connection with each annual or interim audit made by such auditors of the books of the Company) as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to Bank through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) 10.1.1, 10.1.2 or (b) or Section 6.02(e)(i) or (iii) 10.1.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.0214.3; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) that the Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Bank) of the posting of any such documents and document and, promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic versions version (i.e., a soft copiescopy) of any such documentsdocument specifically requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Company hereby acknowledges that (a) the Administrative Agent Lead Arrangers and/or the Arrangers may, but shall not be obligated to, Bank of America will make available to the Lenders and the L/C Issuers Banks materials and/or information provided by or on behalf of such Borrower the Company hereunder (collectively, “Borrower Materials”) to Banks and potential Banks by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders Banks or potential Banks may be “public-side” Banks (eachi.e., a “Public Lender”) may have personnel who Banks that do not wish to receive material non-public information with respect to any the Company or its securities) (each, a “Public Bank”). The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Banks and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders Banks shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Company shall be deemed to have authorized the Administrative AgentLead Arrangers, Bank of America, the Arrangers, the L/C Issuers Banks and the Lenders proposed Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Company or their respective its securities for purposes of United States Federal and state securities laws (providedlaws, however, it being understood that to the extent certain of such Borrower Materials constitute Information, they shall may be treated as set forth in subject to the confidentiality requirements of Section 10.07)14.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Administrative Agent Lead Arrangers and the Arrangers Bank of America shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a on, and shall only post such Borrower Materials on, the portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding the foregoing, no Borrower the Company shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Term Loan Agreement (Regal Beloit Corp)

Other Information. Promptly upon receiving Such additional information (i) regarding the business operations of any Loan Party or any Material Subsidiary that is a request therefor from Restricted Subsidiary as the Administrative Agent (acting may from time to time on its own behalf or at on behalf of the Required Lenders reasonably request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, (ii) as from time to time may be reasonably requested by the Administrative AgentAgent or any Lender through the Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 6.01(a) or (b) 6.01 or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto thereto, on the CompanyBorrower’s website on the Internet at the website address addresses listed on Schedule 10.02; 11.02, or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet Xxxxxxx Datasite One, Syndtrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (iA) upon written request by the Company Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any for further distribution to each Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) the Company Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainXxxxxxx Datasite One, IntraLinksSyndtrak, Syndtrak DebtDomain or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public any information with respect to any of the Borrowers Borrower or their respective Affiliatesits Subsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. Each The Borrower hereby agrees that (wi) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofthereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (xii) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Agent and the Lenders to treat such Borrower Materials as not containing any material nononly Public-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws Side Information (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.08); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Public-Side Information;” ”; and (ziv) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Public-Side Information.” Notwithstanding For the foregoingavoidance of doubt, no Borrower the foregoing shall be under any obligation subject to xxxx any Borrower Materials “PUBLICthe provisions of Section 11.08.

Appears in 1 contract

Samples: Credit Agreement (WCG Clinical, Inc.)

Other Information. Promptly upon receiving a request therefor from From time to time such other information concerning Alterra Capital and its Subsidiaries as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii6.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts Borrowers post such documents, or provides provide a link thereto on the CompanyAlterra Capital’s or Alterra Bermuda’s respective website on the Internet at the respective website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the Company’s Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to that requests the Company Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrowers shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrowers with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and Lenders, the L/C Issuers Administrator and the Fronting Bank materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any of the either Borrower or its securities) (each, a “Public Lender”). The Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Administrator, the Fronting Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers such Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLICInvestor.”

Appears in 1 contract

Samples: Credit Agreement (ALTERRA CAPITAL HOLDINGS LTD)

Other Information. Promptly upon receiving a request therefor from From time to time such other information concerning the Borrower or any Subsidiary as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a6.1(a), (b), (f) or (b) or Section 6.02(e)(i) or (iiig) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.2; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Fronting Bank materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinksSyndTrak, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Fronting Bank and the Lenders to treat such the Borrower Materials as not containing any material non-public information with respect to the Borrowers Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities laws Laws (provided, however, that to the extent such the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Renaissancere Holdings LTD)

Other Information. Promptly upon receiving a request therefor from With reasonable promptness, such other information or existing documents (financial or otherwise) as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may reasonably request from time to time may be reasonably requested by the Administrative Agenttime. Documents required to be delivered pursuant to this Section 6.01(a6.01 will be delivered in electronic versions (i.e., soft copies) or (b) or Section 6.02(e)(i) or (iii) (by the Parent Borrower by electronic mail to the extent any Administrative Agent who shall post such documents are included in materials otherwise filed with on the SEC) may Parent Borrower’s behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that any information required to be delivered electronically and if so delivered, pursuant to this Section 6.01 shall be deemed to have been delivered on the date (i) on which the Company posts Parent Borrower notifies the Administrative Agent that it has posted such documents, or provides the Administrative Agent a link thereto thereto, on the CompanyParent Borrower’s website on the Internet at the website address listed on Schedule 10.02xxx.xxxxxxxxxxxx.xxx; or (ii) on which the Parent Borrower notifies the Administrative Agent that such documents are have been posted on the CompanySEC’s website at xxx.xxx.xxx, or (iii) on which the Parent Borrower notifies the Administrative Agent that such documents have been posted on the Parent Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Parent Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Loan Parties or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Parent Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Parent Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding For the foregoingavoidance of doubt, no the Borrower shall not be under any obligation required to xxxx any Borrower Materials documents “PUBLIC.”

Appears in 1 contract

Samples: Bridge Credit Agreement (Arch Capital Group Ltd.)

Other Information. Promptly upon receiving a request therefor from Promptly, such additional financial and other information as the Administrative Agent (acting on its own behalf or Agent, at the request of any Lender or L/C Issuer)Lender, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as may from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a7.01(a) or (b) or Section 6.02(e)(i) or (iii7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.02 or on the website of the SEC at xxxx://xxx.xxx.xxx; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party third‑party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomainDebt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information MNPI with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information MNPI (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” ”. Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Assignment and Assumption (Dycom Industries Inc)

Other Information. Promptly upon receiving a request therefor from From time to time such other information concerning the Company and its Subsidiaries (including financial and management reports submitted to the Company by independent auditors in connection with each annual or interim audit made by such auditors of the books of the Company) as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) 10.1.1, 10.1.2 or (b) or Section 6.02(e)(i) or (iii) 10.1.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto thereto, on the Company’s website on the Internet at the website address listed on Schedule 10.0214.3 or on the SEC’s website; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) that the Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Lender) of the posting of any such documents and document and, promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic versions version (i.e., a soft copiescopy) of any such documentsdocument specifically requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Company hereby acknowledges that (a) the Lead Arrangers and/or the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers Issuing Lenders materials and/or information provided by or on behalf of such Borrower the Company hereunder (collectively, “Borrower Materials”) to Lenders and potential Lenders by posting the Borrower Materials on DebtDomainan electronic system, IntraLinksincluding e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other internet or another similar extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and any of its respective Related Persons or any other Person, providing for access to data protected by passcodes or other security system (the “Platform”) and (b) certain of the Lenders or potential Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Lenders and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Company shall be deemed to have authorized the Lead Arrangers, the Administrative Agent, the Arrangers, the L/C Issuers Lenders and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers Company or their respective its securities for purposes of United States Federal and state securities laws (providedlaws, however, it being understood that to the extent certain of such Borrower Materials constitute Information, they shall may be treated as set forth in subject to the confidentiality requirements of Section 10.07)14.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor;” and (z) the Lead Arrangers and the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a on, and shall only post such Borrower Materials on, the portion of the Platform not designated “Public Side Information.” Investor”. Notwithstanding the foregoing, no Borrower the Company shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.. Any Platform used by the Administrative Agent is provided “as is” and “as available”. The Agent-Related Persons do not warrant the adequacy of such Platform and expressly disclaim

Appears in 1 contract

Samples: Credit Agreement (Regal Beloit Corp)

Other Information. Promptly upon receiving a request therefor from time to time, such other information concerning the Loan Parties as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentrequest. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request for delivery by a Lender for deliveryLender, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, may make available to the Lenders Lenders, Voting Participants and the L/C Issuers Issuer materials and/or information provided by or on behalf of such the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers Borrower or their respective its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers Borrower or their respective its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.” Notwithstanding the foregoing, no the Borrower shall be under any no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Kapstone Paper & Packaging Corp)

Other Information. Promptly upon receiving a request therefor from From time to time, such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (acting on through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, neither Lead Borrower nor any of its own behalf Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent that the provision thereof would violate any law, rule or at regulation or result in the request breach of any Lender binding contractual obligation or L/C Issuer)the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, prepare and deliver Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent and promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the Lenders breach of such other information with respect to binding contractual obligation or the Company, any loss of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentsuch professional privilege). Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Lead Borrower posts such documents, or provides a link thereto on the CompanyLead Borrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyLead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that (ix) the Company Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (iiy) the Company Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Lead Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Lead Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 10.0713.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding The Lead Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the foregoingSEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, the Lead Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (x) and (y) above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. The Lead Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material nonpublic information within the meaning of the federal securities laws or that the Lead Borrower has no outstanding publicly traded securities, including 144A securities (it being understood that the Lead Borrower shall be under any have no obligation to xxxx request that any material be posted to Public-Xxxxxx). Notwithstanding anything herein to the contrary, in no event shall the Lead Borrower Materials “PUBLICrequest that the Administrative Agent make available to Public-Xxxxxx forecasts, budgets or any certificates, reports or calculations with respect to the Lead Borrower’s compliance with the covenants contained herein.

Appears in 1 contract

Samples: Credit Agreement (Interior Logic Group Holdings, LLC)

Other Information. (A) Promptly upon receiving a request therefor their becoming available, copies of (i) all regular and periodic reports and all registration statements and prospectuses, if any, filed by FML Holdings, Holdings or the Borrower with any securities exchange or with the SEC or any governmental or private regulatory authority, (ii) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its Subsidiaries and (iii) copies of all material notices from the Administrative Agent lenders or agents under the ABL Loan Agreement, including any Permitted Refinancing thereof and (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders B) such other information and data with respect to the Company, Holdings or any of its Subsidiaries, Subsidiaries as from time to time may be reasonably requested by the Administrative AgentAgent or any Lender. Documents required to be delivered pursuant to Section 6.01(aSections 5.01(a), (b), (d) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SECo) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto thereto, on the Company’s FML Holdings website on as provided to the Internet at the website address listed on Schedule 10.02Administrative Agent; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet a website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Intercreditor Agreement (Fairmount Santrol Holdings Inc.)

Other Information. Promptly upon receiving a the reasonable request therefor from therefor, such other information or documents (financial or otherwise (including related to insurance)) relating to any Credit Party or any Restricted Subsidiary as the Administrative Agent (acting on its own behalf or at the request of any Lender or L/C Issuer), prepare and deliver to (through the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as Agent) may reasonably request from time to time may be reasonably requested by in good faith (excluding (i) information subject to attorney-client privilege, (ii) information the Administrative Agent. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or subject of binding confidentiality agreements entered into in good faith, and (iii) (any information relating to any investigation by any Governmental Authority to the extent any (A) such documents are included information is identifiable to a particular individual and the Parent Borrower in materials otherwise filed with good faith determines such information should remain confidential or (B) the SEC) information requested is not factual in nature). The Section 6.01 Financials may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Parent Borrower posts such documents, or provides a link thereto documents on the CompanyParent Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted made available by the Parent Borrower to the Administrative Agent for posting on the CompanyParent Borrower’s behalf on an Internet IntraLinks/IntraAgency, DebtDomain, SyndTrak Online or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that the Parent Borrower’s having filed with the SEC (ia) an annual report on Form 10-K for such year will satisfy the Company shall deliver paper copies of Parent Borrower’s obligation under Section 6.01(a) with respect to such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender year and (iib) a quarterly report on Form 10-Q for such quarter will satisfy the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mailParent Borrower’s obligation under Section 6.01(b) of the posting of any with respect to such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsquarter. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Each The Parent Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C LC Issuers materials and/or information provided by or on behalf of such the Parent Borrower hereunder (collectively, “Parent Borrower Materials”) by posting the Parent Borrower Materials on IntraLinks/IntraAgency, DebtDomain, IntraLinks, Syndtrak SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to any the Parent Borrower or its securities) (each, a “Public Lender”). The Parent Borrower acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted by the Administrative Agent on the Platform, including the portion of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other marketPlatform that is designated for “public-related activities with respect to such Persons’ securitiesside” Lenders. Each The Parent Borrower hereby agrees that (w) to make all Parent Borrower Materials that are the Parent Borrower intends to be made available to Public Lenders shall be clearly and conspicuously marked designated as as “PUBLIC.which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking By designating Parent Borrower Materials as “PUBLIC,” the Borrowers Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Parent Borrower shall not be under any obligation to mark any Parent Borrower Materials as “PUBLIC.” The Parent Borrower agrees that (i) any Loan Documents and (ii) any financial statements delivered pursuant to Sections 6.01(a) and (b) will be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such be “public-side” Parent Borrower Materials as and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not containing any made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers Parent Borrower or their respective its securities for purposes of United States Federal and federal or state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationlaws.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (PGT Innovations, Inc.)

Other Information. Promptly upon receiving a request therefor from From time to time, such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (acting on through the Administrative Agent) may reasonably request. Notwithstanding the foregoing, neither Lead Borrower nor any of its own behalf Restricted Subsidiaries will be required to provide any information pursuant to this clause to the extent that the provision thereof would violate any law, rule or at regulation or result in the request breach of any Lender binding contractual obligation or L/C Issuer)the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, prepare and deliver Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent and promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the Lenders breach of such other information with respect to binding contractual obligation or the Company, any loss of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentsuch professional privilege). Documents required to be delivered pursuant to this Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Lead Borrower posts such documents, or provides a link thereto on the CompanyLead Borrower’s website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the CompanyLead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that (ix) the Company Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (iiy) the Company Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company Lead Borrower with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers Lead Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 10.0713.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding Lead Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the foregoingSEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Lead Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (x) and (y) above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-Xxxxxx and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Lead Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material nonpublic information within the meaning of the federal securities laws or that Lead Borrower has no outstanding publicly traded securities, including 144A securities (it being understood that Lead Borrower shall be under any have no obligation to xxxx request that any material be posted to Public-Xxxxxx). Notwithstanding anything herein to the contrary, in no event shall Lead Borrower Materials “PUBLICrequest that the Administrative Agent make available to Public-Xxxxxx forecasts, budgets or any certificates, reports or calculations with respect to Lead Borrower’s compliance with the covenants contained herein.

Appears in 1 contract

Samples: Revolving Credit Agreement (Interior Logic Group Holdings, LLC)

Other Information. Promptly upon receiving a request therefor from From time to time, such other information or documents (financial or otherwise) with respect to Parent or any its Subsidiary as the Administrative Agent (acting on its own behalf or at the request of any Lender (through the Administrative Agent) may reasonably request; provided, however, that the Borrowers will not be required to (A) provide any budgets, forecasts, projections or L/C Issuer)other forward looking information, prepare and deliver or (B) disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent and the Lenders such other information with respect or any Lender (or their respective contractors) is prohibited by law or any binding agreement, or (iii) that is subject to the Company, any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agentattorney-client or similar privilege or constitutes attorney work product. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts Borrowers post such documents, or provides provide a link thereto on the Company’s Borrowers’ website on the Internet at the website address listed on Schedule 10.02Internet; or (ii) on which such documents are posted on the Company’s Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that (i) Borrowers shall, upon request of the Company shall Administrative Agent, deliver paper copies of (which delivery may be by electronic transmission) such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company Borrowers shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, 94 67484784_8 and each Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, Lead Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower hereby agrees Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers Lead Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Public Side Information, they shall be treated as set forth in Section 10.0713.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Arrangers Lead Arranger shall be entitled to treat any the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding The Borrowers hereby (i) authorize the foregoingAdministrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) above, no Borrower shall be under any obligation along with the Credit Documents, available to xxxx any Borrower Materials “PUBLIC.”Public-Xxxxxx and (ii) agree that at the time the Section

Appears in 1 contract

Samples: Term Loan Credit Agreement (Kemet Corp)

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