(b)年度財務報表. Within one-hundred and twenty (120) days after the end of each fiscal year, commencing with the fiscal year ending 2024, (i) the audited consolidated balance sheets of Customer and its Subsidiaries as of the end of such fiscal year and the related audited consolidated of operations, members’ equity and cash flows of Customer and its Subsidiaries for such fiscal year, in reasonable detail and certified by an executive officer of Customer as being true and correct and fairly presenting in all material respects in accordance with GAAP in all material respects, the financial position and results of operations of Customer and its Subsidiaries, and with respect to such audited financial statements, certified without qualification as to scope by an independent accounting firm reasonably acceptable to Company (it being agreed any nationally or regionally recognized independent accounting firm is acceptable) and (ii) a comparative of such figures to the corresponding figures for the previous fiscal year.
(c)Insurance Report. Within 30 days of Customer’s (or its applicable Subsidiaries’) receipt of any claims/losses report from the insurance company for the Policies. Without limiting the foregoing, Customer shall provide, or instruct the third party administrator or similar service provider (as the case may be, the “Claims Administrator”) acting under the Policies to provide, to the Company a quarterly claims/loss report no later than 15 days after the end of each quarter together with a notification of any shortfall in Customer’s escrow funds related to such Policies. Customer shall notify, or direct the Claims Administrator to notify, the Company in writing promptly (but no later than five days) after the balance of any such escrow funds is less than 60% of the amount required to be held in reserve under the Policies (any such event, a “儲備不足”).
(b)違約通知. 在客戶的任何官員獲得知識後,應立即向公司提供一份證明,說明(i) 任何構成違約事件的情況或事件(或在時間推移、發出通知或兩者結合的情況下會成爲違約事件的事件或情況);或 (ii) 發生任何事件或變化,造成或證明,單獨或累計地,產生重大不利影響,證明專門說明該情況、事件或變化的性質和存在期間,或說明任何此類人員所發出的通知和採取的行動及所稱的違約事件(或在時間推移、發出通知或兩者結合的情況下會成爲違約事件的事件或情況)、事件或條件,以及客戶爲此採取的、正在採取的和計劃採取的行動。
(n)關於公司活動的確認. Customer acknowledges and agrees that Company is acting solely at arm’s length with Customer with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that Company is not (a) an officer or director of Customer, (b) an Affiliate of Customer or (c) to the Knowledge of Customer, a 「beneficial owner」 (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934) of any capital stock of Customer. Customer further acknowledges that Company is not acting as a financial, tax or legal advisor or fiduciary of Customer (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by Company or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to Company’s making of the Substitute Insurance Reimbursement Facility. Customer further represents to Company that Customer’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by Customer and its representatives.
(o)[保留].
(p)[保留].
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(q)披露. Notwithstanding any other provision of this Agreement, all written disclosures (other than projected financial information, estimates, forward-looking information, budgets, pro formas, and general industry and economic information) provided to Company by Customer or its Subsidiaries regarding them, their businesses and properties, and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of Customer to Company, are (taken as a whole and as supplemented) true and correct in all material respects and do not (taken as a whole and as supplemented) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, taken as a whole (and as modified or supplemented by other information so furnished) and in the light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, with respect to 財務預測,預測、預算及其他預測財務信息,客戶僅表示該信息在準備時是基於合理的假設,以善意準備的。公司承認客戶在本協議下提供的預測、預算及其他預測財務信息並不構成事實陳述,並且客戶及其子公司的實際財務結果可能與不時提交的預測、預算及其他預測財務信息有重大差異,這些預測、預算或其他預測財務信息並不保證業績。
第6.1節 支出的支付. Customer and Company shall be responsible for all legal fees incurred by them relating to and during the course of this Agreement. Notwithstanding the foregoing, Customer shall reimburse Company, within 30 days of receiving a reasonably detailed written invoice from Company therefor, for all reasonable, documented out-of-pocket costs and expenses incurred by Company in connection with the (i) collection, protection or enforcement of any rights in this Agreement; (ii) collection of any Obligations; (iii) administration and enforcement of Company’s rights under this Agreement or any other Transaction Document; (iv) any refinancing or restructuring of the Substitute Insurance Reimbursement Facility, whether in the nature of a 「work-out,」 in any insolvency or bankruptcy proceeding or otherwise, and whether or not consummated; if (a) the Agreement is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal
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proceeding or Company otherwise takes action to collect amounts due under the Agreement or to enforce the provisions of the Agreement or (b) there occurs any bankruptcy, reorganization, receivership of any Customer or other proceedings affecting creditors’ rights and involving a claim under the Agreement, then Customer shall pay the reasonable and documented out-of-pocket costs incurred by Company for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, reasonable external attorneys’ fees and disbursements (including such fees and disbursements related to seeking relief from any stay, automatic or otherwise, in effect under any Bankruptcy Law); provided that it is agreed that all such reimbursable costs and expenses in respect of advisors shall be limited to the reasonable fees and expenses of one outside counsel.
第6.7節 通知. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered Personally; (ii) upon receipt, when sent by facsimile (在每種情況下,該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時;, confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or e-mail; or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be as follows:
(b) Notwithstanding anything herein to the contrary, except for claims of third parties with respect to which indemnification may be sought under Section 6.12(a), neither the Customer nor the Company shall assert, and waives, to the extent permitted by applicable law, any claim against the Indemnitees or any other party hereto, and no Indemnitee shall assert, and each waives, to the extent permitted by applicable law, any claim against Customer or any other party hereto, on any theory of liability for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of, this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby. The agreements in this Section shall survive the payment of the Substitute Insurance Reimbursement Facility and all other amounts payable hereunder and the termination of this Agreement and the other Transaction Documents.
第6.14節 放棄. No failure or delay on the part of Company in the exercise of any power, right or privilege hereunder or any of the other Transaction Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power, or privilege.
第6.16節 保密協議. 公司同意對客戶提供的所有信息保持機密,除非公司可以披露該信息:(a)向公司僱用或參與評估、批准、結構或管理替代保險報銷設施的人員(理解這些披露對象將被告知該信息的保密性質並被指示保持信息的機密性);(b)根據任何政府主管部門的要求或要求,或根據合理要求的顧問建議,具有公共申報要求的,或根據任何法院法令、傳票或法律或行政命令或程序強迫的(在每種情況下,該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時;,在每種情況下,在適用法律允許的範圍內,公司將及時通知客戶);(c)法律要求或任何傳票或類似法律程序所要求的。 (在每種情況下,該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時;, that in each case, to the extent permitted by applicable law, Company will give Customer prompt notice thereof); (d) to any nationally recognized rating agency that requires access to information about Company’s Substitute Insurance Reimbursement Facility portfolio in connection with ratings issued with respect to Company; (e) that ceases to be confidential through no fault of Company or any other Person described in clause (a) above; (f) to any other party to this Agreement; (g) to the extent reasonably necessary in connection with the exercise of any remedies under any Transaction Document or any suit, action or proceeding relating to this Agreement or the enforcement of rights under any Transaction Document; (h) subject to a written agreement of confidentiality, to any permitted assignee or prospective assignee of a Company; or (i) with the prior written consent of Customer. The terms of this Section shall survive termination of this Agreement and repayment of the Substitute Insurance Reimbursement Facility for a period of three years.
Section 6.17 Publication; Advertisement.
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(a) Customer will take all normal and reasonable precautions so as not to directly or indirectly publish, disclose or otherwise use in any public disclosure, advertising material, promotional material, press release or interview, any reference to the name, logo or any trademark of Company or any of its Affiliates or any reference to this Agreement or the financing evidenced hereby, in any case except (i) as required by law or the rules or policies of any securities exchange, subpoena or judicial or similar compulsory legal order; provided, that (x) in the event of any such subpoena or order, any disclosing Person shall give prompt written notice thereof and cooperate with the applicable Person which is the subject of the disclosure and (y) any disclosure made pursuant to any public filing shall, to the extent practicable and to the extent reasonably possible in order to comply with applicable law or the rules and policies of any security exchange, be made only after prior written notice, and an opportunity to comment on such disclosure, is given to Company, or (ii)