Litigation and Other Notices. Notify the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any of the following that affects any Loan Party: (a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect; (c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred; (d) the existence of any Default or Event of Default; (e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect; (f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect; (h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants; (l) the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)
Litigation and Other Notices. Notify Furnish to the Administrative Agent Agent, the Issuing Bank and the Lenders in writingeach Lender, promptly after a Loan Party’s obtaining any Responsible Officer of Parent or any Subsidiary obtains knowledge thereof, of any written notice of the following that affects any Loan Partyfollowing:
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(fb) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation filing or asserted violation of any Applicable Law (including ERISA, OSHA, FLSAcommencement of, or any Environmental Laws)threat or notice of intention of any person to file or commence, if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release action, suit or threatened Environmental Release onproceeding, atwhether at law or in equity or by or before any Governmental Authority, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party against Parent or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent and the Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) any development that has resulted in, or could reasonably be expected to result in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of Parent or any Subsidiary from any Medical Reimbursement Program, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) commencement of any material audit of Parent or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against Parent or any Subsidiary that could reasonably be expected to result in a suspension, revocation or termination of any contract of Parent or any Subsidiary with respect to Medicaid or Medicare, including any such contract to be a Medicare Advantage Organization; and
(mf) receipt by Parent or any Subsidiary of (i) any negative change notice of suspension or forfeiture of any certificate of authority or similar license of any HMO Subsidiary and (ii) any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could reasonably be expected to result in the Borrower’s corporate rating by S&Psuspension or forfeiture of any certification, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the ratings termination of the Loans by S&P any insurance or ▇▇▇▇▇’▇, or reimbursement program then available to any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the LoansHMO Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Wellcare Health Plans, Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and (which shall furnish to the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any Lenders) written notice of the following that affects promptly (and, in any Loan Partyevent in the case of clause (a) below, within three (3) Business Days) after any Responsible Officer of the Borrower obtains actual knowledge thereof:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkoutcommencement of, or the expiration any written threat or written notice of intention of any material labor contractPerson to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or the Project as to which an adverse determination is reasonably probable and which, if the same could adversely determined, would reasonably be expected to have a Material Adverse Effect;
(c) any termination of, breach or default under any event Material Project Contract or Data Center Lease/License that would permit a third-party counterparty reasonably be likely to terminateresult in the termination, a suspension or revocation of such Material Project Contract or any “event of default” (or such similar term) under or termination of Data Center Lease/License to which the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurredBorrower is a party;
(d) any casualty, damage or loss to the existence Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of the Borrower, of its employees, agents contractors, consultants or representatives, or of any Default other Person, if such casualty, damage or Event loss affects the Borrower or the Project in an amount in excess of Default$75,000,000;
(e) any judgment against material amendment of any Loan Party Material Project Contract;
(f) any (i) noncompliance with any Environmental Law at the Project or any Restricted Subsidiary if Release of Hazardous Materials at, on or from the same could Project, in each case that would reasonably be expected to have a Material Adverse Effect;
, or (fii) pending or, to the assertion of any Intellectual Property ClaimBorrower’s knowledge, if threatened, Environmental Claim against the same could Borrower or the Project that would reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation the occurrence of any Applicable Law (including ERISAERISA Event and/or Foreign Plan Event, OSHAthat together with all other ERISA Events and/or Foreign Plan Events that have occurred, FLSA, or any Environmental Laws), if the same could would reasonably be expected to have a Material Adverse Effect;; and
(h) any Environmental Release other development specific to the Borrower or threatened Environmental Release onthe Project that is not a matter of general public knowledge and that has had, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result inhave, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 2 contracts
Sources: Credit Agreement (CoreWeave, Inc.), Credit Agreement (CoreWeave, Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any written notice of the following that affects promptly (and, in any Loan Party:event, within five (5) Business Days of a Responsible Officer having knowledge of the occurrence thereof):
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(di) the existence occurrence of any Default or Event of Default, (ii) any event of default under the ABL Credit Agreement or (iii) no later than five (5) Business Days after delivery thereof, copies of any notices delivered pursuant to the Supply and Offtake Agreement with respect to any “Default”, “Event of Default”, “Termination Event” or “Force Majeure” (as each such term is defined in the Supply and Offtake Agreement);
(eb) the filing or commencement of, or any judgment written threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, that could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document;
(kc) any litigation or proceeding affecting any Group Member (other than any Excluded Subsidiary) (i) in which the discharge of amount involved is $20,000,000 or any withdrawal more and not covered by insurance or resignation by Holdings’s independent accountants(ii) in which injunctive or similar relief is sought;
(ld) as soon as possible upon becoming aware of the occurrence of or forthcoming occurrence of any event or circumstance ERISA Event that has resulted inalone, or together with any other ERISA Event, could reasonably be expected to result inin liability of the Loan Parties or any of their ERISA Affiliates in an aggregate amount exceeding $1,000,000 or the imposition of a Lien on the assets of any Loan Party, a written notice specifying the nature thereof, what action any of the Loan Parties or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, upon Administrative Agent’s request, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of the Loan Parties or any of their respective ERISA Affiliates with the IRS with respect to each Pension Plan; (2) all notices received by any of the Loan Parties or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and three (3) copies of such other documents or governmental reports or filings relating to any Plan or Pension Plan as Administrative Agent shall reasonably request; and
(e) any development that has had or would reasonably be expected to have a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating . Each notice pursuant to this Section 5.7 shall be accompanied by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings a statement of a Responsible Officer setting forth details of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent occurrence referred to effect such a change or therein and stating what action the relevant Group Member proposes to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case take with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loansrespect thereto.
Appears in 2 contracts
Sources: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions Inc.)
Litigation and Other Notices. Notify Furnish to TCO and the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination commencement of, or any event that would permit a third-party counterparty written threat or written notice of intention of any person to terminate, a Material Contract file or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each casecommence, any termination action, suit or proceeding, whether at law or in accordance with its terms) shall have occurred;
(d) the existence of equity or by or before any Default arbitrator or Event of Default;
(e) any judgment Governmental Authority, against any Loan Schedule 3, Affirmative Covenants Tensar Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event described in clause (b) of the definition thereof or circumstance any other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000;
(d) any of the following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials, that could reasonably be expected to require remedial action or give rise to Environmental Liability in excess of $500,000, (2) any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law;
(e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and
(f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 2 contracts
Sources: Working Capital Murabaha Facility Agreement (Tensar Corp), Murabaha Facility Agreement (Tensar Corp)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any each Lender prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) the filing or commencement of, any pending threat or threatened labor dispute, strike or walkout, or the expiration notice of intention of any material labor contract, if the same could reasonably be expected Person to have a Material Adverse Effect;
(c) any termination offile or commence, or any event that would permit a third-party counterparty to terminatejudgment, a Material Contract ruling, substantive order or settlement with respect to, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
Affiliate thereof that (i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or involves any Loan Party Document or any of the Restricted Subsidiaries Transactions or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(jii) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred since the date of this Agreement, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount that could reasonably be expected to exceed $2,500,000;
(d) the discovery or Release to the environment of Hazardous Materials or occurrence of violations of Environmental Law, including receipt of claims or notices of potential liability therefor, that in any such case could reasonably be expected to result in losses, expenses, fines or penalties asserted against or payable by the Borrower or any of its Subsidiaries in an aggregate amount that could reasonably be expected to exceed $2,500,000;
(e) any change in any Applicable Insurance Code that could reasonably be expected result in a Material Adverse Effect; and
(f) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 2 contracts
Sources: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent Agent, the Issuing Bank and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any each Lender prompt written notice of the following that affects any Loan Partyfollowing:
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(fb) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation filing or asserted violation of any Applicable Law (including ERISA, OSHA, FLSAcommencement of, or any Environmental Laws)threat or notice of intention of any person to file or commence, if any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party Borrower or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto;
(d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with copies of each such letter;
(f) the receipt by the Borrower or any of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the ESOT, which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, together with copies of each such notice and copies of all subsequent correspondence relating thereto;
(g) the occurrence of any amendment to any of the ESOP Plan Documents; and
(h) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) . For purposes of this Section 5.05, the Borrower and the Subsidiaries shall be deemed to know all facts known by the administrator of any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings Plan of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place which the Borrower or any Subsidiary is the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loansplan sponsor.
Appears in 2 contracts
Sources: Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp)
Litigation and Other Notices. Notify Furnish to the Administrative Agent, each other Agent and each Lender written notice of the Lenders following promptly (and in writing, promptly after any event within five Business Days) upon a Loan Party’s Responsible Officer of Holdings or any of its Subsidiaries obtaining knowledge thereof, of any of the following that affects any Loan Party:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination commencement of, or any event that would permit a third-party counterparty notice to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each caseSSCC, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party Borrower or any of its subsidiariestheir Subsidiaries of the intention of any Person to file or commence, if the same could reasonably be expected to resultany action, either individually suit or proceeding (whether at law or in the aggregateequity or by or before any Governmental Authority or any arbitrator) against SSCC, in a Material Adverse Effect;
any Borrower or any Affiliate thereof (i) receipt of any Environmental Notice alleging or seeking finesthat, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregateadversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document;
(kc) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance development that has resulted in, or could reasonably be expected anticipated to result in, a Material Adverse Effect;
(d) the occurrence of any ERISA Event that, alone or together with other ERISA Events, could reasonably be expected to result in increased liability of Holdings, any Borrower, any Loan Party, any of their respective Subsidiaries and ERISA Affiliates in an aggregate amount more than $30,000,000 greater than the liability as of the Closing Date estimated in good faith with reference to the following:
(i) the Plans’ and Multiemployer Plans’ funded status as of the most recent valuation or other statement of financial condition prior to the Closing Date; or
(ii) withdrawal liability with respect to a Multiemployer Plan as of the most recent estimate of withdrawal liability for such Multiemployer Plan received before the Closing Date;
(e) any material casualty or other insured damage to any material portion of any Collateral (including Mortgaged Property) or the commencement of any action or proceeding for the taking or expropriation of any Collateral (including Mortgaged Property) or any material part thereof or material interest therein under power of eminent domain or by condemnation or similar proceeding; and
(mf) any negative change in the Borrower’s corporate rating by S&Pcommencement of a Dominion Period, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ a Compliance Period or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the LoansWeekly Borrowing Base Period.
Appears in 2 contracts
Sources: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)
Litigation and Other Notices. Notify The Borrowers will furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any Holders prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or proposed to be taken with respect thereto;
(b) within 30 days of filing, the filing or commencement of or any proceeding written threat or investigationnotice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or not covered in equity or by insuranceor before any Governmental Authority, if the same by or against any Credit Party, any of its Subsidiaries or any Affiliate thereof which could reasonably be expected to have a Material Adverse Effect;
(b) , and any pending judgments entered against any Credit Party or threatened labor dispute, strike or walkout, or the expiration any of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effectits Subsidiaries;
(c) at least 15 days and no more than 60 days prior notice of any termination ofChange of Control, or any event to the extent that would permit a third-party counterparty to terminate, a Material Contract or any “event the Borrowers have notice of default” (or such similar term) under or termination Change of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurredControl;
(d) the existence of any Default development that has resulted in, or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could would reasonably be expected to have result in, a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law Effect (including ERISAany enforcement, OSHAremedial or other governmental regulatory or other action instituted, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release completed or threatened Environmental Release on, at, under, from or in writing against the Credit Parties pursuant to any Property or Real Estate ownedapplicable Environmental Law, leasedand any claim made by any Person against the Credit Parties relating to liability in respect of Hazardous Material, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or which in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could each case would reasonably be expected to result in a Material Adverse Effect);
(ke) the discharge of any material change in accounting policies or financial reporting practices by any Credit Party or any withdrawal or resignation by Holdings’s independent accountantsof its Subsidiaries;
(lf) any of the occurrence following if the same would reasonably be expected to result in liability or loss to one or more Credit Parties, either individually or in the aggregate, in excess of $100,000: (i) any enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against any Credit Party or any of their respective Property pursuant to any applicable Environmental Law, (ii) any other Environmental Claim, and (iii) any environmental or similar condition on any Real Property adjoining the Property of any Credit Party that could reasonably be anticipated to cause such Credit Party’s Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such Property under any Environmental Law;
(g) as soon as possible after, and in any event within 10 days after any Responsible Officer of any Borrower or circumstance any ERISA Affiliate knows or has reason to know of, any ERISA Event that has resulted in, alone or together with any other ERISA Event could reasonably be expected to result inin liability of such Borrower or such ERISA Affiliate in respect of each employee benefit plan as defined in Section 3(3) of ERISA or any other plan described in Section 4.19(a) in an aggregate amount exceeding $100,000, together with a Material Adverse Effectstatement of a Financial Officer of such Credit Party setting forth details as to such ERISA Event and the action, if any, that such Credit Party proposes to take with respect thereto; and
(mh) the creation, establishment or acquisition of any negative change in Subsidiary or the Borrower’s corporate rating issuance by S&Pany Credit Party of any Equity Interests or warrant, in the Borrower’s corporate family rating option or similar agreement to a Person other than another Credit Party. Each notice pursuant to this Section 5.5 shall be accompanied by ▇▇▇▇▇’▇ or in the ratings a written statement by a Responsible Officer on behalf of the Loans by S&P Borrowers setting forth details of the occurrence referred to therein, and stating what action the Borrowers propose to take with respect thereto and at what time. Each notice under Section 5.5(a) shall describe with particularity any and all clauses or ▇▇▇▇▇’▇, provisions of this Agreement or any notice from either such agency indicating its intent to effect such a change other Investment Document that have been breached or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loansviolated.
Appears in 1 contract
Litigation and Other Notices. Notify the Administrative Agent Furnish to TCH and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any Purchasers prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination commencement of, or any event that would permit a third-party counterparty written threat or written notice of intention of any person to terminate, a Material Contract file or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each casecommence, any termination action, suit or proceeding, whether at law or in accordance with its terms) shall have occurred;
(d) the existence of equity or by or before any Default arbitrator or Event of Default;
(e) any judgment Governmental Authority, against any Loan Tensar Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect;; Schedule 3, Affirmative Covenants
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event described in clause (b) of the definition thereof or circumstance any other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000;
(d) any of the following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials, that could reasonably be expected to require remedial action or give rise to Environmental Liability excess of $500,000, (2)any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law;
(e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and
(f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and (which will promptly thereafter furnish to the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any Lenders) written notice of the following that affects promptly after any Responsible Officer of any Loan PartyParty obtains actual knowledge thereof:
(a) any condition or event that constitutes a Default or an Event of Default;
(b) any other development specific to Holdings, the threat Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect;
(in writingc) or commencement the occurrence of any proceeding or investigationERISA Event that, whether or not covered by insurancetogether with all other ERISA Events that have occurred, if the same could would reasonably be expected to have a Material Adverse Effect;
(bd) any pending or threatened labor dispute, strike or walkout, or change in the expiration of any material labor contract, if information provided in the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event Beneficial Ownership Certification that would permit result in a third-party counterparty change to terminate, a Material Contract or any “event the list of default” (or beneficial owners identified in such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;certification; and
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could except for matters that would not be reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
liability, obligation or the incurrence of costs exceeding $7.5 million individually or $15.0 million in the aggregate: (ki) the discharge receipt of any Environmental Claim (or written notice that such Environmental Claim may be forthcoming) asserted against or otherwise affecting any withdrawal of the Loan Parties or resignation by Holdings’s independent accountants;
subsidiaries or (lii) any violation of Environmental Laws. In connection with any notice delivered pursuant to this Section 5.05, (i) the occurrence Borrower shall also deliver a certificate of any a Responsible Officer specifying the nature and period of existence of such condition, event or circumstance that has resulted inchange, or could reasonably be expected specifying the notice given (if applicable) and the nature of such claimed Event of Default, Default, event or condition, as applicable, and what action Borrower and other applicable Loan Parties have taken, are taking and propose to result intake with respect thereto and (ii) upon reasonable request by any Agent or Lender, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or shall promptly provide such other information as may be reasonably available to any Loan Party to enable the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent Administrative Agent and Lenders and their counsel to cease, rating the Borrower or the Loansevaluate such matters.
Appears in 1 contract
Sources: Credit Agreement (Verso Corp)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any written notice of the following that affects promptly after any Loan PartyResponsible Officer of the Lead Borrower obtains actual knowledge thereof or receipt of such document or notice, as applicable:
(a) the threat any Default or Event of Default;
(in writingb) any litigation investigation or commencement of proceeding affecting any proceeding Loan Party or investigation, whether or not covered by insurance, if the same its Subsidiaries that could reasonably be expected to have a Material Adverse Effect;
(bi) the occurrence or expected occurrence of any pending Reportable Event (or threatened labor disputesimilar event) with respect to any Single Employer Plan (or Foreign Plan), strike a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or walkoutForeign Plan, the creation of any Lien on the property of the Borrowers or their respective Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any withdrawal from, or the expiration full or partial termination, “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking of any other formal action by the PBGC or any Loan Party or any of its Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which couldwould reasonably be expected to result in the withdrawal from, or the termination, or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, couldwould be reasonably expected to result in a Material Adverse Effect;
(d) any other development specific to any Loan Party that is not a matter of general public knowledge and that has had, or could reasonably be expected to have, a Material Adverse Effect;
(e) any material labor contractnotices or material demands delivered or received by any Loan Party (or on its behalf) in connection with the CIT Deferred Purchase Factoring Agreement;
(f) the occurrence of (i) any default or event of default under the Term Loan Agreement or (ii) any payment default with respect to Material Indebtedness of any Loan Party;
(g) the filing of any lien for unpaid Taxes against any Loan Party in excess of $1,000,000, if individually, or $2,500,000, in the same aggregate;
(h) any casualty or other insured damage to any significant portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a significant portion of the Collateral under power of imminent domain or by condemnation or similar proceeding;
(i) any loss, damage or destruction to a significant portion of Collateral, whether or not covered by insurance;
(j) the filing or asserting of any Lien by customs or revenue authority against any Loan Party in excess of $1,000,000, individually, or $2,500,000, in the aggregate;
(k) the failure by any Loan Party to pay rent under any Real Estate leases which, individually or in the aggregate, could reasonably be excepted to have a Material Adverse Effect;
(l) any default under any Contractual Obligation of any Loan Party or its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect;; and
(ci) any termination of, release or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against discharge by any Loan Party or its Subsidiaries of any Restricted Subsidiary if Materials of Environmental Concern required to be report under applicable Environmental Laws to any Governmental Authority, unless the same total Environmental Costs arising out of such release or discharge could not reasonably have a Material Adverse Effect and (ii) any condition, circumstance, occurrence or event not previously disclosed in writing to the Agent that could reasonably be expected to result in liability or expense under applicable Environmental Laws, unless the total Environmental Costs arising out of such condition, circumstance, occurrence or event could not reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same or could not reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation result in the imposition of any Applicable Law (including ERISAlien or other material restriction on the title, OSHA, FLSA, ownership or transferability of any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate facilities and properties owned, leased, leased or operated or occupied by a the Loan Party Parties or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted their Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect;
, and (kiii) the discharge of any proposed action to be taken by any Loan Party or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance its Subsidiaries that has resulted in, or could reasonably be expected to result insubject the any Loan Party or any of its Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, unless the total Environmental Costs arising out of such proposed action could not reasonably be expected to have a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating . Each notice pursuant to this Section 6.056.05 shall be accompanied by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings a statement of a Responsible Officer of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent Lead Borrower setting forth details of the occurrence referred to effect such a change or to place therein and stating what action the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, Loan Party or its cessation of, or its intent Subsidiary proposes to cease, rating the Borrower or the Loanstake with respect thereto.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, each Lender written notice promptly after a Loan Party’s obtaining knowledge thereof, of any of the following that affects any Loan Partyfollowing:
(a) any Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination commencement of, or any event that would permit a third-party counterparty threat or notice of intention of any Person to terminatefile or commence, a Material Contract any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries that could reasonably be expected to have a Material Adverse Effect;
(d) the discovery or occurrence of any, or any material change to any previously discovered, unpermitted Release of any Hazardous Material, or the receipt by the Borrower or any of its Affiliates of any written notice alleging any Environmental Liability of the Borrower or any of its Affiliates that could reasonably be expected to have a Material Adverse Effect;
(e) written notice of any property currently or formerly owned, leased, or operated by the Borrower or any of its Affiliates being listed on, or proposed for listing on, the National Priorities List and the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency and any similar list maintained by any other Governmental Authority; and
(f) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or the Borrower describing the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and
(m) provided that with respect to any negative change Environmental Liability identified in any notice delivered under this Section, upon the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings reasonable request of the Loans by S&P or ▇▇▇▇▇’▇Administrative Agent, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or shall provide the Loans on Administrative Agent a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent written report containing an update as to cease, rating the Borrower or the Loansstatus of such Environmental Liability.
Appears in 1 contract
Sources: Credit Agreement (Tronox Inc)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and (which will promptly thereafter furnish to the Lenders in writingLenders, promptly after a Loan Party’s obtaining knowledge thereof, of any subject to Section 10.17) written notice of the following that affects promptly after any Responsible Officer of any Loan PartyParty obtains actual knowledge thereof:
(a) any condition or event that constitutes a Default or an Event of Default;
(b) any other development specific to Holdings, the threat Borrower or any of the Subsidiariesother Covenant Party that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect;
(in writingc) or commencement the occurrence of any proceeding or investigationERISA Event that, whether or not covered by insurancetogether with all other ERISA Events that have occurred, if the same could would reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;; and
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could except for matters that would not be reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
liability, obligation or the incurrence of costs exceeding $7.5 million individually or $15.0 million in the aggregate: (ki) the discharge receipt of any Environmental Claim (or written notice that such Environmental Claim may be forthcoming) asserted against or otherwise affecting any withdrawal of the Loan Parties or resignation by Holdings’s independent accountants;
subsidiaries or (lii) any violation of Environmental Laws. In connection with any notice delivered pursuant to this Section 5.05, (i) the occurrence Borrower shall also deliver a certificate of any a Responsible Officer specifying the nature and period of existence of such condition, event or circumstance that has resulted inchange, or could reasonably be expected specifying the notice given (if applicable) and the nature of such claimed Event of Default, Default, event or condition, as applicable, and what action Borrower and other applicable Loan Parties have taken, are taking and propose to result intake with respect thereto and (ii) upon reasonable request by any Agent or Lender, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or shall promptly provide such other information as may be reasonably available to any Loan Party to enable the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent Administrative Agent and Lenders and their counsel to cease, rating the Borrower or the Loansevaluate such matters.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and written notice of the Lenders following promptly (and, in writingany event, promptly within ten (10) Business Days after a Loan Party’s obtaining acquiring knowledge thereof, or, in the case of any an Event of Default under Section 8.01(a), on the following Business Day that affects any a Loan PartyParty acquires knowledge thereof), and the Administrative Agent shall make such written notice available to the Lenders, on the Platform or otherwise, in accordance with its customary procedures:
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(fb) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation filing or asserted violation of any Applicable Law (including ERISA, OSHA, FLSAcommencement of, or any Environmental Laws)written notice of intention of any person to file or commence, if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release action, suit, litigation or threatened Environmental Release onproceeding, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually whether at law or in the aggregateequity by or before any Governmental Authority, in a Material Adverse Effect;
(i) receipt of against any Environmental Notice alleging Borrower or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any other Company that in the reasonable judgment of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, Borrowers could reasonably be expected to result in a Material Adverse Effect;Effect if adversely determined or (ii) with respect to any Loan Document; 1160299.01-CHISR1160299.03H-CHISR02A - MSW
(kc) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(d) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $90,000,000 (or in excess of $37,500,000 of Inventory);
(e) any dispute or contest with regard to any Lien that could reasonably be expected to result in forfeiture of Revolving Credit Priority Collateral having a Dollar Equivalent fair market value in excess of $2,250,000;
(f) the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by a Borrower or Borrowing Base Guarantor, or for an accrued amount for which a Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a requirement of Applicable Law and having a Dollar Equivalent value in excess of $2,250,000; and
(mg) (i) the incurrence of any negative change in Lien (other than Permitted Liens) on the Borrower’s corporate rating by S&PCollateral or (ii) the occurrence of any other event which could reasonably be expected to be material with regard to (x) the Revolving Credit Priority Collateral, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇taken as a whole, or any notice from either such agency indicating its intent to effect such (y) the Pari Passu Priority Collateral, taken as a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loanswhole.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and (who shall promptly notify the Lenders in writing, promptly Lenders) prompt written notice after a Loan Party’s obtaining knowledge thereof, of any thereof of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkout, or the expiration commencement of any material labor contractaction, if suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, Borrower or any event Affiliate thereof that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $2,500,000;
(d) any other development that has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and;
(me) any negative notice of change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇M▇▇▇▇’▇ or in the ratings of the Loans Credit Facility by S&P or ▇M▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans Credit Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the LoansCredit Facility;
(f) the occurrence of a casualty involving any property of a Loan Party involving a loss that could reasonably be expected to exceed $2,500,000 (in sufficient detail describing the casualty and the extent to which any losses resulting from such casualty will be covered by insurance); and
(g) any termination, modification, suspension or revocation of any Entitlement which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (St Louis Riverboat Entertainment Inc)
Litigation and Other Notices. Notify the Administrative Agent As soon as possible and the Lenders in writing, promptly any event within five (5) Business Days after a Loan Party’s obtaining an Authorized Officer of any Credit Party or any of their respective Subsidiaries obtains knowledge thereof, notice from an Authorized Officer of the Borrower of:
(i) the filing or commencement (or threat in writing of the filing or commencement) of, or any material development in, any litigation, investigation, action or proceeding at law or in equity by or before any Governmental Authority or any other Person that affects any Credit Party, any Subsidiary of any Credit Party, any PC Entity or any of their respective businesses, properties or assets which (A) pertains to, or arises in connection with, any of the following that affects Credit Documents, any Loan Party:of the Transactions or any of the Fourth Amendment Transactions, (B) could reasonably be expected to result in a Material Adverse Effect or result in monetary liability in excess of $500,000 or (C) challenges, contests or otherwise calls into question (1) the validity, legality or enforceability of this Agreement, the other Credit Documents or any of the other Credit Documents, (2) the consummation of the Transactions or the Fourth Amendment Transactions by any Credit Party or any of their respective Subsidiaries or Affiliates or (3) the performance by any Credit Party of its obligations under any of the Credit Documents; 92
(aii) the threat (in writing) or commencement occurrence of any proceeding or material adverse development with respect to any litigation, investigation, whether action or not covered by insuranceproceeding described on Schedule 7.04(a), in each case, which notice shall specify the nature thereof and what action the applicable Credit Parties or Subsidiaries propose to take with respect thereto;
(iii) any Credit Party, any Subsidiary, any PC Entity or, to the knowledge of the Credit Parties, any of their respective Licensed Personnel is currently, or hereafter becomes, subject to any federal, state, local governmental civil or criminal investigations, inquiries or audits involving and/or related to its compliance with Health Care Laws which, if the same could adversely determined, would reasonably be expected to have a Material Adverse Effect;
(biv) any pending written charges of licensing violations under applicable Health Care Laws involving any Credit Party, any Subsidiary or threatened labor dispute, strike or walkout, or the expiration of any material labor contractPC Entity which, if the same could not timely corrected, would reasonably be expected to have a Material Adverse Effect;
(cv) any termination of, fines or penalties imposed by any event that would permit a third-party counterparty to terminate, a Material Contract or Governmental Authority under any “event of default” (or such similar term) under or termination of the Revolving Health Care Law against any Credit Facility (except, in each caseParty, any termination in accordance with its terms) shall have occurred;
(d) Subsidiary, any PC Entity or, to the existence knowledge of any Default or Event of Default;
(e) Credit Party, any judgment against any Loan Party or any Restricted Subsidiary if the same could Licensed Personnel, which would reasonably be expected to have a Material Adverse Effect;
(fvi) the assertion any written allegations by any Governmental Authority (or any agent thereof) of fraudulent activities in violation of applicable Health Care Laws of any Intellectual Property ClaimCredit Party, any Subsidiary, any PC Entity or, to the knowledge of any Credit Party, any Licensed Personnel, which if the same could adversely determined, would reasonably be expected to have a Material Adverse Effect;
(gvii) any violation enforcement action taken by or asserted violation on behalf of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Credit Party or any of its subsidiariesSubsidiary under any Continuity Agreement, if specifying the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effectnature and extent thereof; and
(mA) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings revenue of the Loans by S&P Credit Parties in any fiscal year in any jurisdiction outside of the United States is greater than $250,000 or ▇▇▇▇▇’▇(B) the value, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar listcollectively, of all trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights, in each case with negative implicationscase, or its cessation of, or its intent to cease, rating in any jurisdiction outside of the Borrower or the LoansUnited States is greater than $250,000.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any written notice of the following that affects promptly (and, in any Loan Party:event, within ten (10) Business Days after acquiring knowledge thereof):
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(fb) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation filing or asserted violation of any Applicable Law (including ERISA, OSHA, FLSAcommencement of, or any Environmental Laws)written notice of intention of any person to file or commence, if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release action, suit, litigation or threatened Environmental Release onproceeding, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually whether at law or in the aggregateequity by or before any Governmental Authority, in a Material Adverse Effect;
(i) receipt of against any Environmental Notice alleging Borrower or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any other Company that in the reasonable judgment of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, Borrowers could reasonably be expected to result in a Material Adverse EffectEffect if adversely determined or (ii) with respect to any Loan Document;
(kc) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(d) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $50,000,000 (or in excess of $20,000,000 of Inventory);
(e) any dispute or contest with regard to any Lien that could reasonably be expected to result in forfeiture of Revolving Credit Priority Collateral having a Dollar Equivalent fair market value in excess of $1,000,000;
(f) the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by a Borrower or Borrowing Base Guarantor, or for an accrued amount for which a Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a requirement of Applicable Law and having a Dollar Equivalent value in excess of $1,000,000; and
(mg) (i) the incurrence of any negative change in Lien (other than Permitted Liens) on the Borrower’s corporate rating by S&PCollateral or (ii) the occurrence of any other event which could reasonably be expected to be material with regard to (x) the Revolving Credit Priority Collateral, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇taken as a whole, or any notice from either such agency indicating its intent to effect such (y) the Pari Passu Priority Collateral, taken as a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loanswhole.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any each Lender or Holder prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination commencement of, or any event that would permit a third-party counterparty threat or notice of intention of any Person to terminatefile or commence, a Material Contract any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and;
(me) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower Borrower;
(f) upon any officer of a Loan Party obtaining knowledge of the occurrence of, or threat of, any Regulatory Notice Event against or affecting any Loan Party, or any of the Loan Parties’ Affiliates or any material aspect of the Program or the LoansProgram Guidelines, written notice thereof together with such other information as may be reasonably available (and able to be disclosed in the Loan Parties’ reasonable judgment) to the Loan Parties to enable the Administrative Agent, the Lenders and the Holders and their counsel to evaluate such matters; and
(g) any material changes to the Program or any of the Program Guidelines.
Appears in 1 contract
Sources: Revolving Credit Agreement (Community Choice Financial Inc.)
Litigation and Other Notices. Notify the Administrative Each Credit Party will give Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any prompt notice of the following that affects any Loan Partyfollowing:
(a) promptly following the threat (in writing) Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the issuance by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the filing or commencement of any litigation or similar proceeding seeking any such injunction, order, decision or investigationother restraint;
(b) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the filing or commencement of any action, suit or proceeding against or affecting any Credit Party, the REIT or any wholly owned Affiliates of a Credit Party or the REIT, whether at law or not covered in equity or by insuranceor before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) which, if adversely determined, could (A) reasonably be expected to result in liability of such Credit Party or the REIT, in an aggregate amount of $2,000,000 or more, not reimbursable by insurance or otherwise have a Material Adverse Effect, or (B) impairs the right of any Credit Party to perform its obligations under this Agreement, any Note or any other Financing Document to which it is a party;
(c) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Credit Parties in an aggregate amount exceeding $100,000;
(d) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the occurrence of any Default or Event of Default;
(e) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, any development in the business or affairs of such Credit Party which has had or could reasonably be expected to result in, a Material Adverse Effect;
(f) within three (3) Business Days after the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, any acceleration of any Indebtedness of any Credit Party;
(g) within five (5) Business Days after the occurrence thereof, any name change or change in fiscal year for any Credit Party;
(h) within five (5) Business Days after the occurrence thereof, a copy of any amendment to the any organizational document of any Credit Party, and promptly following Agent’s request, an organizational chart of the owners of direct or indirect beneficial and equitable interests in Borrowers substantially in the form attached to the Borrowers’ Certificate, certified by Borrowers as being true and correct, showing all direct and indirect owners of the equity interests of Borrowers in the same manner and up to the same levels as shown in such organizational chart;
(i) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, any breach, default or failure of performance by any party under, or any notice that a party has challenged or denied the validity or enforceability of the Permitted Encumbrances, any Material Operating Agreement, any REA, Management Agreement or any other material agreement, contract or other instrument to which any Credit Party is a party or by which any of their properties are bound, in each case, which could reasonably be expected to have a Material Adverse Effect;
(bj) within three (3) Business Days after receipt of notice of the same from any pending Person, any material adverse claim against or threatened labor disputeaffecting any Credit Party, strike any Borrowing Base Property or walkoutany other Collateral, Borrowers’ rights under any Permitted Encumbrance or any license, permit or approval obtained by Borrowers or the expiration of any material labor contract, if Liens securing the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectObligations;
(k) promptly following the discharge Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, notification of any withdrawal material changes in any Material Operating Agreement, and with respect to any other contracts which may be necessary for the operation of any of the Borrowing Base Properties, including elevator maintenance agreements, agreements with respect to electricity, gas, water, and telephone service (both local and long distance), heating, ventilating and air conditioning, and other major mechanical maintenance agreements, the respective Borrower will notify Agent if any such contracts are not renewed or resignation by Holdings’s independent accountants;replaced with similar agreements upon their expiration or termination, and shall include with such notification a detailed explanation of reasons for such termination, non-renewal and non-replacement; and
(l) promptly upon Agent’s request, such other information concerning the occurrence business, properties, or financial condition of any Credit Parties or the REIT, including the performance of the Credit Parties’ obligations under the Financing Documents, as Agent shall reasonably request. Each notice delivered under this Section 5.11 shall be accompanied by a statement of an Authorized Officer or other executive officer of Borrowers setting forth the details of the event or circumstance that has resulted in, development requiring such notice and any action taken or could reasonably proposed to be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case taken with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loansrespect thereto.
Appears in 1 contract
Sources: Credit Agreement (Hines Real Estate Investment Trust Inc)
Litigation and Other Notices. Notify the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s Upon obtaining knowledge thereof, of any furnish to the Administrative Agents prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of any proceeding action, suit or investigationproceeding, whether at law or not covered in equity or by insuranceor before any Governmental Authority, if the same against a Borrower or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have result in a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the sameor analogous event with respect to a Canadian Pension Plan, either individually Defined Benefit Plan or in the aggregateCanadian Benefit Plan that, alone or together with any other such events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(kd) the discharge a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any withdrawal other person, (i) concerning material violations or resignation alleged violations of Environmental Laws, which seeks or threatens to impose liability on the U.S.Parent Borrower or its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the part of the U.S.Parent Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Permitted Lien permitted by Holdings’s independent accountants;Section 6.02 upon, against or in connection with the U.S.Parent Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the U.S.Parent Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or
(le) the occurrence of any event or circumstance development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any each Lender prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any proceeding Person to file or investigationcommence, any action, suit, investigation or proceeding, whether at law or not covered in equity or by insuranceor before any Governmental Authority, if against the same Borrower or any Affiliate thereof that could reasonably be expected to have a Material Adverse Effect;
(b) any pending result in, individually or threatened labor disputein the aggregate, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event the occurrence of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the samethat, either individually alone or in the aggregatetogether with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000, (ii) the adoption of any new Plan by the Borrower or any ERISA Affiliate, (iii) the adoption of an amendment to a Material Adverse EffectPlan if such amendment results in a material increase in benefits or unfunded liabilities, or (iv) the commencement of contributions by the Borrower or any ERISA Affiliate to a Plan or Multiemployer Plan;
(kd) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance occurrence that has resulted in, or could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; and;
(me) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans Credit Facility by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans Credit Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the LoansCredit Facility; and
(f) any change to the certification regarding beneficial ownership in relation to the Borrower as required by the Beneficial Ownership Regulation.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any written notice of the following that affects promptly after any Responsible Officer of any Loan Party:Party obtains actual knowledge thereof (unless a specific time frame for providing such written notice is stated, in which case such written notice must be provided within the time frame specified):
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkoutcommencement of, or the expiration any written threat or notice of intention of any material labor contractperson to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any of its subsidiaries which, if the same adversely determined, could reasonably be expected to have a Material Adverse Effect;
(c) any termination ofother development specific to any Loan Party or any of its subsidiaries that is not a matter of general public knowledge and that has had, or any event that would permit a third-party counterparty could reasonably be expected to terminatehave, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurredAdverse Effect;
(d) the existence occurrence of any Default or ERISA Event of Defaultthat, together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(e) the occurrence of any judgment against any Loan Party or any Restricted Subsidiary if the same Canadian Pension Event that, together with all other Canadian Pension Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(f) notices of material changes affecting the assertion business, operations, result of operation or financial condition of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if since the same could reasonably be expected date of entry of the Interim DIP Order, to resultMaterial Contracts with customers, either individually or in the aggregate, in a including new Material Adverse Effect;Contracts and contract renewals,
(ig) receipt notices of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or material changes to employment and labor agreements of any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effectits subsidiaries;
(jh) notices of any changes in management of any Loan Party or any of its subsidiaries; and
(i) other than as a result of the commencement of the Cases or as customarily caused by the filing thereof, notices of any material change in financial condition as well as of the occurrence of any ERISA Default or Event if of Default. The Borrower shall be responsible for ensuring that the same, either individually or 2000-2010 MHz and 2190-2200 MHz bands (“MSS Spectrum”) are used in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in full compliance with the Borrower’s corporate rating by S&P, in FCC Licenses and the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the LoansCommunications Laws.
Appears in 1 contract
Sources: Debt Agreement
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any written notice of the following that affects promptly (and, in any Loan Party:event, within ten (10) Business Days after acquiring knowledge thereof):
(ai) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
, specifying the nature and extent thereof and the corrective action (eif any) any judgment against any Loan Party taken or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved proposed to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effecttaken with respect thereto;
(j) the occurrence filing or commencement of, or any written notice of intention of any ERISA Event if the sameperson to file or commence, either individually any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Borrower or other Company that in the aggregate, reasonable judgment of the Borrowers could reasonably be expected to result in a Material Adverse EffectEffect if adversely determined or (ii) with respect to any Loan Document;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and;
(l) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $60,000,000 (or in excess of $25,000,000 of Inventory);
(m) any negative change dispute or contest with regard to any Lien that could reasonably be expected to result in forfeiture of Revolving Credit Priority Collateral having a Dollar Equivalent fair market value in excess of $1,500,000;
(n) the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in the ratings of the Loans connection with any Priority Payable for amounts past due and owing by S&P a Borrower or ▇▇▇▇▇’▇Borrowing Base Guarantor, or any notice from either such agency indicating its intent to effect such for an accrued amount for which a change or to place the Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a requirement of Applicable Law and having a Dollar Equivalent value in excess of $1,500,000; and
(i) the Loans incurrence of any Lien (other than Permitted Liens) on the Collateral or (ii) the occurrence of any other event which could reasonably be expected to be material with regard to (x) the Revolving Credit Priority Collateral, taken as a “CreditWatch” or “WatchList” or any similar list, in each case with negative implicationswhole, or its cessation of(y) the Pari Passu Priority Collateral, or its intent to cease, rating the Borrower or the Loanstaken as a whole.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent Agent, the Issuing Bank and the Lenders in writingeach Lender, promptly after a Loan Party’s obtaining any Responsible Officer of Parent or any Subsidiary obtains knowledge thereof, of any written notice of the following that affects any Loan Partyfollowing:
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(fb) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation filing or asserted violation of any Applicable Law (including ERISA, OSHA, FLSAcommencement of, or any Environmental Laws)threat or notice of intention of any person to file or commence, if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release action, suit or threatened Environmental Release onproceeding, atwhether at law or in equity or by or before any Governmental Authority, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party against Parent or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent and the Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) any development that has resulted in, or could reasonably be expected to result in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of Parent or any Subsidiary from any Medical Reimbursement Program, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) commencement of any material audit of Parent or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against Parent or any Subsidiary that could reasonably be expected to result in a suspension, revocation or termination of any contract of Parent or any Subsidiary with respect to Medicaid or Medicare, including any such contract to be a Medicare+Choice Organization; and
(mf) receipt by Parent or any Subsidiary of (i) any negative change notice of suspension or forfeiture of any certificate of authority or similar license of any HMO Subsidiary and (ii) any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could reasonably be expected to result in the Borrower’s corporate rating by S&Psuspension or forfeiture of any certification, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the ratings termination of the Loans by S&P any insurance or ▇▇▇▇▇’▇, or reimbursement program then available to any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the LoansHMO Subsidiary.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and (which shall furnish to the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any Lenders) written notice of the following that affects promptly (and, in any Loan Partyevent in the case of clause (a) below, within three (3) Business Days) after any Responsible Officer of the Borrower, Parent or any Subsidiary obtains actual knowledge thereof:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkoutcommencement of, or the expiration any written threat or written notice of intention of any material labor contractPerson to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower, the Subsidiaries of the Borrower or the Project as to which an adverse determination is reasonably probable and which, if the same could adversely determined, would reasonably be expected to have a Material Adverse Effect;
(c) any termination ofbreach or default under any Material Project Contract or Data Center Lease/License that would reasonably be likely to result in the termination, suspension or revocation of such Material Project Contract or Data Center Lease/License to which the Borrower or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination Subsidiary of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurredBorrower is a party;
(d) any casualty, damage or loss to the existence Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of the Borrower or its Subsidiaries, of its employees, agents contractors, consultants or representatives, or of any Default other Person, if such casualty, damage or Event loss affects the Borrower, the Subsidiaries of Defaultthe Borrower or the Project in an amount in excess of $75,000,000;
(e) any judgment against material amendment of any Loan Party Material Project Contract;
(f) any (i) noncompliance with any Environmental Law at the Project or any Restricted Subsidiary if Release of Hazardous Materials at, on or from the same could Project, in each case that would reasonably be expected to have a Material Adverse Effect;
, or (fii) pending or, to the assertion Borrower’s or any of any Intellectual Property Claimits Subsidiaries’ knowledge, if threatened, Environmental Claim against the same could Borrower, the Subsidiaries of the Borrower or the Project that would reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation the occurrence of any Applicable Law (including ERISAERISA Event and/or Foreign Plan Event, OSHAthat together with all other ERISA Events and/or Foreign Plan Events that have occurred, FLSA, or any Environmental Laws), if the same could would reasonably be expected to have a Material Adverse Effect;; and
(h) any Environmental Release other development specific to the Borrower, the Subsidiaries of the Borrower or threatened Environmental Release onthe Project that is not a matter of general public knowledge and that has had, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result inhave, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Sources: Credit Agreement (CoreWeave, Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any written notice of the following that affects promptly (and, in any Loan Partyevent in the case of clause (a) below, within three (3) Business Days) after any Responsible Officer of the Borrower obtains actual knowledge thereof:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkoutcommencement of, or the expiration any written threat or written notice of intention of any material labor contractPerson to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or the Project as to which an adverse determination is reasonably probable and which, if the same could adversely determined, would reasonably be expected to have a Material Adverse Effect;
(c) any termination of, breach or default under any event Material Project Contract or Data Center Lease/License that would permit a third-party counterparty reasonably be likely to terminateresult in the termination, a suspension or revocation of such Material Project Contract or any “event of default” (or such similar term) under or termination of Data Center Lease/License to which the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurredBorrower is a party;
(d) any casualty, damage or loss to the existence Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of the Borrower, of its employees, agents contractors, consultants or representatives, or of any Default other Person, if such casualty, damage or Event loss affects the Borrower or the Project in an amount in excess of Default$25,000,000;
(e) any judgment against material amendment of any Loan Party Material Project Contract;
(f) any (i) noncompliance with any Environmental Law at the Project or any Restricted Subsidiary if Release of Hazardous Materials at, on or from the same could Project, in each case that would reasonably be expected to have a Material Adverse Effect;
, or (fii) pending or, to the assertion of any Intellectual Property ClaimBorrower’s knowledge, if threatened, Environmental Claim against the same could Borrower or the Project that would reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation the occurrence of any Applicable Law (including ERISAERISA Event and/or Foreign Plan Event, OSHAthat together with all other ERISA Events and/or Foreign Plan Events that have occurred, FLSA, or any Environmental Laws), if the same could would reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release other development specific to the Borrower or threatened Environmental Release onthe Project that is not a matter of general public knowledge and that has had, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result inhave, a Material Adverse Effect; and
(mi) solely to the extent that the Closing Date has occurred, the delivery of any negative change notice by or to the Borrower under the (i) [*] MSA solely as it relates to the Restricted [*] Purchase Orders in the Borrower’s corporate rating by S&P, event that the Borrower is not in compliance with the [*] and (ii) [*] MSA solely as it relates to the Restricted [*] Purchase Orders in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place event that the Borrower or is not in compliance with the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans[*].
Appears in 1 contract
Sources: Credit Agreement (CoreWeave, Inc.)
Litigation and Other Notices. Notify Promptly upon any Responsible Officer of the Borrower or any Subsidiary of the Borrower becoming aware thereof, furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any each Lender written notice of the following that affects any Loan Partyfollowing:
(a) (i) the threat occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (in writingif any) taken or proposed to be taken with respect thereto and (ii) the occurrence of any “Default” or “Event of Default” under the Existing Senior Credit Agreement;
(b) the filing or commencement of, or any written threat or notice of intention of any proceeding person to file or investigationcommence, any action, suit or proceeding, whether at law or not covered in equity or by insuranceor before any Governmental Authority, if against the same Borrower or any of its Affiliates that could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or result in liability of the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse EffectBorrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if that, alone or together with any other ERISA Events that have occurred, has resulted in liability of the same, either individually Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) the receipt by the Borrower or in any Subsidiary of the aggregate, could Borrower of written notice of violation of or potential liability under or pursuant to Environmental Laws that is reasonably be expected to result in a Material Adverse Effect;the Borrower or any Subsidiary of the Borrower incurring fines or penalties pursuant to Environmental Laws in amounts equal to $100,000 or other Environmental Liabilities in an aggregate amount exceeding $500,000; and
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(le) the occurrence of any other event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Sources: Senior Unsecured Bridge Loan Agreement (Allis Chalmers Energy Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and written notice of the Lenders following promptly (and, in writingany event, promptly within ten (10) Business Days after a Loan Party’s obtaining acquiring knowledge thereof, or, in the case of any an Event of Default under Section 8.01(a), on the following Business Day that affects any a Loan PartyParty acquires knowledge thereof), and the Administrative Agent shall make such written notice available to the Lenders, on the Platform or otherwise, in accordance with its customary procedures:
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(fb) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation filing or asserted violation of any Applicable Law (including ERISA, OSHA, FLSAcommencement of, or any Environmental Laws)written notice of intention of any person to file or commence, if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release action, suit, litigation or threatened Environmental Release onproceeding, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually whether at law or in the aggregateequity by or before any Governmental Authority, in a Material Adverse Effect;
(i) receipt of against any Environmental Notice alleging Borrower or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any other Company that in the reasonable judgment of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, Borrowers could reasonably be expected to result in a Material Adverse EffectEffect if adversely determined or (ii) with respect to any Loan Document;
(kc) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(d) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $90,000,000 (or in excess of $37,500,000 of Inventory);
(e) any dispute or contest with regard to any Lien that could reasonably be expected to result in forfeiture of Revolving Credit Priority Collateral having a Dollar Equivalent fair market value in excess of $2,250,000;
(f) the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by a Borrower or Borrowing Base Guarantor, or for an accrued amount for which a Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other 1209502.04-CHISR02A - MSW Person pursuant to a requirement of Applicable Law and having a Dollar Equivalent value in excess of $2,250,000; and
(mg) (i) the incurrence of any negative change in Lien (other than Permitted Liens) on the Borrower’s corporate rating by S&PCollateral or (ii) the occurrence of any other event which could reasonably be expected to be material with regard to (x) the Revolving Credit Priority Collateral, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇taken as a whole, or any notice from either such agency indicating its intent to effect such (y) the Pari Passu Priority Collateral, taken as a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loanswhole.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any each Lender prompt written notice of the following that affects any Loan Partyfollowing:
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(jb) the occurrence of any ERISA “Default” or “Event if of Default” under and as each is defined in the sameABL Credit Agreement;
(c) the filing or commencement of, either individually or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the aggregate, Borrowers or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(kd) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(li) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers or any ERISA Affiliate in an aggregate amount exceeding $10,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and;
(mf) any negative change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans U.S. Term Loan Facility, the Tranche A Term Loan Facility or the Tranche C Term Loan Facility by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower Lead Borrower, the U.S. Term Loan Facility, the Tranche A Term Loan Facility or the Loans Tranche C Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower Lead Borrower, the U.S. Term Loan Facility, the Tranche A Term Loan Facility or the LoansTranche C Term Loan Facility; and
(g) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws.
Appears in 1 contract
Sources: First Amendment and Restatement Agreement (Spectrum Brands, Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and (who will furnish such information to the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any of the following that affects any Loan Party:Lenders):
(a) the threat (in writing) or commencement prompt written notice of any proceeding Event of Default or investigationDefault, whether specifying the nature and extent thereof and the corrective action (if any) taken or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending prompt written notice of the filing or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination commencement of, or any event that would permit a third-party counterparty threat or notice of intention of any person or class to terminate, a Material Contract file or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each casecommence, any termination action (including a class action), suit or proceeding, whether at law or in accordance with its terms) shall have occurred;
(d) the existence of equity or by or before any Default arbitrator or Event of Default;
(e) any judgment Governmental Authority, against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could that would reasonably be expected to result in a Material Adverse Effect;
(kc) the discharge prompt written notice of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of any Loan Party or any of its Subsidiaries, either individually or in an aggregate amount exceeding $5,000,000;
(d) any notice delivered by or on behalf of (x) Sabine to the holders of the Sabine Notes or (y) the borrower under the CSH Credit Agreement;
(e) any notice of any default or event of default under any agreement in respect of Indebtedness (other than the Loan Documents) of any Loan Party, CQP or circumstance Sabine in excess of $10,000,000;
(f) any notice of any default or termination received by Sabine of which any Loan Party has knowledge under any TUA, other Material Project Document or Phase 2-Stage 1 EPC Arrangement (as such terms are defined in the Sabine Indenture);
(g) prompt written notice of any development that has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and
(mh) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings prompt written notice of the Loans by S&P entering into any agreement that would constitute or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent give rise to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the LoansChange of Control.
Appears in 1 contract
Litigation and Other Notices. Notify the Administrative Agent Furnish to TCO and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any Agent prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination commencement of, or any event that would permit a third-party counterparty written threat or written notice of intention of any person to terminate, a Material Contract file or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each casecommence, any termination action, suit or proceeding, whether at law or in accordance with its terms) shall have occurred;
(d) the existence of equity or by or before any Default arbitrator or Event of Default;
(e) any judgment Governmental Authority, against any Loan Schedule 3, Affirmative Covenants Tensar Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event described in clause (b) of the definition thereof or circumstance any other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000;
(d) any of the following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials that could reasonably be expected to require remedial action or give rise to Environmental Liability in excess of $500,000, (2) any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law;
(e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and
(f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and (which will promptly thereafter furnish to the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any Lenders) written notice of the following that affects promptly after any Responsible Officer of any Loan PartyParty obtains actual knowledge thereof:
(a) any condition or event that constitutes a Default or an Event of Default;
(b) any other development specific to Holdings, the threat Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect;
(in writingc) or commencement the occurrence of any proceeding or investigationERISA Event that, whether or not covered by insurancetogether with all other ERISA Events that have occurred, if the same could would reasonably be expected to have a Material Adverse Effect;
(bd) any pending or threatened labor dispute, strike or walkout, or change in the expiration of any material labor contract, if information provided in the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event Beneficial Ownership Certification that would permit result in a third-party counterparty change to terminate, a Material Contract or any “event the list of default” (or beneficial owners identified in such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;certification; and
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could except for matters that would not be reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;liability, obligation or the incurrence of costs exceeding $7.5 million individually or $15.0 million in the aggregate:
(ki) the discharge receipt of any Environmental Claim (or written notice that such Environmental Claim may be forthcoming) asserted against or otherwise affecting any withdrawal of the Loan Parties or resignation by Holdings’s independent accountants;
subsidiaries or (lii) any violation of Environmental Laws. In connection with any notice delivered pursuant to this Section 5.05, (i) the occurrence Borrower shall also deliver a certificate of any a Responsible Officer specifying the nature and period of existence of such condition, event or circumstance that has resulted inchange, or could reasonably be expected specifying the notice given (if applicable) and the nature of such claimed Event of Default, Default, event or condition, as applicable, and what action Borrower and other applicable Loan Parties have taken, are taking and propose to result intake with respect thereto and (ii) upon reasonable request by any Agent or Lender, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or shall promptly provide such other information as may be reasonably available to any Loan Party to enable the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent Administrative Agent and Lenders and their counsel to cease, rating the Borrower or the Loansevaluate such matters.
Appears in 1 contract
Sources: Credit Agreement (Verso Corp)
Litigation and Other Notices. Notify Furnish to TCO and the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination commencement of, or any event that would permit a third-party counterparty written threat or written notice of intention of any person to terminate, a Material Contract file or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each casecommence, any termination action, suit or proceeding, whether at law or in accordance with its terms) shall have occurred;
(d) the existence of equity or by or before any Default arbitrator or Event of Default;
(e) any judgment Governmental Authority, against any Loan Tensar Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event described in clause (b) of the definition thereof or circumstance any other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000;
(d) any of the following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials, that could reasonably be expected to require remedial action or give rise to Environmental Liability in excess of $500,000, (2) any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law;
(e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and
(f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Sources: Lease Financing and Purchase Option Agreement (Tensar Corp)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any written notice of the following that affects promptly (and, in any Loan Partyevent in the case of clause (a) below, within three (3) Business Days) after any Responsible Officer of the Borrower obtains actual knowledge thereof:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending the filing or threatened labor dispute, strike or walkoutcommencement of, or the expiration any written threat or written notice of intention of any material labor contractPerson to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or the Project as to which an adverse determination is reasonably probable and which, if the same could adversely determined, would reasonably be expected to have a Material Adverse Effect;
(c) any termination of, breach or default under any event Material Project Contract or Data Center Lease/License in existence as of such time that would permit a third-party counterparty reasonably be likely to terminateresult in the termination, a suspension or revocation of such Material Project Contract or any “event of default” (or such similar term) under or termination of Data Center Lease/License to which the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurredBorrower is a party;
(d) any casualty, damage or loss to the existence Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of the Borrower, of its employees, agents contractors, consultants or representatives, or of any Default other Person, if such casualty, damage or Event loss affects the Borrower or the Project in an amount in excess of Default$25,000,000;
(e) any judgment against material amendment of any Loan Party Material Project Contract;
(f) any (i) noncompliance with any Environmental Law at the Project or any Restricted Subsidiary if Release of Hazardous Materials at, on or from the same could Project, in each case that would reasonably be expected to have a Material Adverse Effect;
, or (fii) pending or, to the assertion of any Intellectual Property ClaimBorrower’s knowledge, if threatened, Environmental Claim against the same could Borrower or the Project that would reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation the occurrence of any Applicable Law (including ERISAERISA Event and/or Foreign Plan Event, OSHAthat together with all other ERISA Events and/or Foreign Plan Events that have occurred, FLSA, or any Environmental Laws), if the same could would reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release other development specific to the Borrower or threatened Environmental Release onthe Project that is not a matter of general public knowledge and that has had, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result inhave, a Material Adverse Effect; and
(mi) solely to the extent that the Closing Date has occurred, the delivery of any negative change notice by or to the Borrower under the (i) [*] MSA solely as it relates to the Restricted [*] Purchase Orders in the Borrower’s corporate rating by S&P, event that the Borrower is not in compliance with the [*] and (ii) [*] MSA solely as it relates to the Restricted [*] Purchase Orders in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place event that the Borrower or is not in compliance with the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans[*].
Appears in 1 contract
Sources: Credit Agreement (CoreWeave, Inc.)
Litigation and Other Notices. Notify (a) Furnish to the Administrative Agent and the Lenders in writing, promptly after a Term Loan Party’s obtaining knowledge thereof, of any Agent written notice of the following that affects promptly after any Loan PartyResponsible Officer of the Lead Borrower obtains actual knowledge thereof:
(ai) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;
(ii) the threat (in writing) filing or commencement of, or any written threat or notice of intention of any proceeding person to file or investigationcommence, any action, suit or proceeding, whether at law or not covered in equity or by insuranceor before any Governmental Authority or in arbitration, against Parent, any Loan Party or any of their Subsidiaries as to which an adverse determination is reasonably probable and which, if the same adversely determined, could reasonably be expected to have a Material Adverse Effect;
(biii) any pending other development specific to Parent or threatened labor dispute, strike or walkoutany Loan Party that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect;
(iv) the expiration development of any material labor contractERISA Event that, if the same could together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect;
(cv) any termination ofmaterial change in accounting policies or financial reporting practices by any Loan Party; and
(vi) any change in any of Loan Party’s chief executive officer, chief financial officer, or controller.
(b) Furnish to the Agent and the Term Loan Agent written notice of the following within seven (7) days after any event that would permit a third-party counterparty to terminateof the chief financial officer, a Material Contract vice president of finance, controller, treasurer, or assistant treasurer obtains actual knowledge thereof:
(i) any “default or event of default” (or such similar term) under or termination default with respect to Material Indebtedness of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurredLoan Party;
(dii) the existence filing of any Default lien for unpaid Taxes against Parent or Event any Loan Party in excess of Default$500,000;
(eiii) any judgment casualty or other insured damage to any material portion of the collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral under power of imminent domain or by condemnation or similar proceeding;
(iv) if any material portion of Collateral is damaged or destroyed;
(v) the filing or asserting of any Lien by customs or revenue authority against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion in excess of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect$500,000; and
(mvi) the failure by any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or Loan Party to pay rent under any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the LoansReal Estate Lease.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writingAgent, promptly after which shall furnish to each Lender, within five (5) Business Days (or such shorter period as described below) of a Loan Party’s obtaining knowledge Responsible Officer becoming aware thereof, of any written notice of the following that affects any Loan Partyfollowing:
(a) (i) any Event of Default or, to the threat extent any Responsible Officer of the Borrower is aware of such occurrence, any Default that has occurred and is continuing, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto, (ii) any event that has resulted in writinga mandatory payment of the Obligations pursuant to Section 2.14 (other than Section 2.14(b)), stating the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof; provided, for the avoidance of doubt, no notice shall be required under this clause (a)(ii) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably Borrower does not expect to make the applicable mandatory prepayment because of applicable reinvestment provisions hereunder unless and until the Borrower determines such mandatory prepayment will be expected to have a Material Adverse Effecteffected, or (iii) any event or occurrence of the nature described in Section 7.01(f);
(b) any pending the filing or threatened labor dispute, strike or walkoutcommencement of, or the expiration any threat in writing of any material labor contractPerson to file or commence of which any Loan Party is aware, if any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the same could Borrower or any Subsidiary that would reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effect;
(c) any termination the commencement of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each casematerial development in, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default litigation or Event of Default;
(e) any judgment against proceeding affecting any Loan Party or its Subsidiaries or any Restricted Subsidiary property or Product of any Loan Party or its Subsidiaries, of which any Loan Party is aware (i) in which the amount of damages claimed is $500,000 (or its equivalent in another currency or currencies) or more, (ii) if the same could adversely determined, would reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to resulthave, individually or in the aggregate, in a Material Adverse Effect, (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any other Loan Document or (iv) alleges potential or actual violations of any Healthcare Laws;
(jd) as soon as reasonably practicable upon knowledge by any Responsible Officer of any Loan Party of: (i) unpermitted Releases by any Loan Party, (ii) the occurrence receipt by any Loan Party of any ERISA Event if notice of violation of or potential liability under any Environmental Law; (iii) the samecommencement of, either individually or any material change to, any action, investigation, suit, proceeding, audit, claim, demand or dispute alleging a violation of or liability under any Environmental Law and relating to any Loan Party or any Mortgaged Property; (iv) the receipt by any Loan Party of any correspondence regarding any environmental conditions, remediation, claims or related matters concerning the Subject Property (together with copies of such correspondence); and (v) the receipt by any Loan Party of notification that any currently owned property of any Loan Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in the aggregatepart, could Environmental Liabilities, except any such Release, violation or potential liability, action, investigation, suit, proceeding, audit, claim, demand or dispute or Lien that would not reasonably be expected to result in a Material Adverse Effect;
(ke) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance development that has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect;
(i) promptly after any officer of the Borrower, any other Loan Party or any ERISA Affiliate knows or has reason to know that (1) a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Plan or Multiemployer Plan, or (2) an ERISA Event has occurred or is reasonably likely to occur, a notice describing such ERISA Event, and any action that the Borrower, any other Loan Party or any ERISA Affiliate, as applicable, proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Plan pertaining thereto, and (ii) promptly following receipt of the request thereof, copies of such documents or governmental reports or filings relating to any Plan or Multiemployer Plan as any Loan Party shall reasonably request;
(g) any Loan Party or Subsidiary has received written notice by a Governmental Authority or customer of any actual or alleged material violation of applicable Data Protection Laws;
(h) any Loan Party or Subsidiary has received written notice of the commencement of any investigation, audit, inquiry or other material proceeding affecting any Loan Party or Subsidiary by any data protection authority or other Governmental Authority charged with enforcement of applicable Data Protection Laws;
(i) any material data breach affecting any Loan Party or Subsidiary as to which notification is required to be given under (1) applicable Data Protection Laws or (2) contractual requirements to which the Loan Party or Subsidiaries are subject; and
(mi) any negative change in notice that the Borrower’s corporate rating by S&PFDA or any other similar Governmental Authority is limiting, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ suspending or in the ratings revoking any Registration, or considering any of the Loans by S&P foregoing; or ▇▇▇▇▇’▇, (ii) any Loan Party or any of its Subsidiaries becoming the subject of any administrative or regulatory action, FDA Form 483 observation, warning letter, notice from either such agency indicating its intent to effect such a change or to place of violation letter of the Borrower or the Loans on a “CreditWatch” or “WatchList” FDA or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loanscomparable Governmental Authority.
Appears in 1 contract
Litigation and Other Notices. Notify The Borrower will give the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any prompt written notice of the following that affects any Loan Partyfollowing:
(a) the threat (in writing) issuance by any court or commencement Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effectother restraint;
(b) the filing or commencement of any pending action, suit or threatened labor disputeproceeding against the Borrower or any of its Subsidiaries, strike whether at law or walkoutin equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the expiration meaning of any material labor contractStatement of Financial Accounting Standards No. 5) that there will be an adverse determination and which, if the same could adversely determined, would (A) reasonably be expected to have result in liability of Borrower or a Material Adverse EffectSubsidiary thereof in an aggregate amount of $2,500,000 or more, not reimbursable by insurance, or (B) materially impairs the right of the Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar termi) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(eii) any judgment against default then continuing under any Loan Party agreement with the DOE, the NRC, the Russian government, OAO Techsnabexport or any Restricted Subsidiary if the same Tennessee Valley Authority which could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably reasonable be expected to result in a Material Adverse Effect, in each case, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;
(kd) the discharge of notices given or received (with copies thereof) with respect to any withdrawal or resignation by Holdings’s independent accountantsMaterial Indebtedness for borrowed money;
(le) notices given or received (with copies thereof) with respect to the occurrence foreign credit Receivable insurance maintained by the Borrower; and
(f) any development in the business or affairs of the Borrower or any event of its Subsidiaries which has had or circumstance that has resulted inwhich is likely to have, or could reasonably be expected to result inin the reasonable judgment of the Borrower, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and written notice of the Lenders in writing, following promptly after upon a Responsible Officer of such Loan Party’s Party obtaining knowledge thereof, of any of the following that affects any Loan Party:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) except for claims by third parties other than a Governmental Authority that are in writing) the reasonable opinion of the Borrower and its legal counsel frivolous or vexatious, the filing or commencement of any action, suit or proceeding (whether at law or investigation, whether in equity or not covered by insuranceor before any Governmental Authority or any arbitrator) against such Loan Party which, if the same adversely determined, could reasonably be expected to have a Material Adverse Effect;
result in monetary liability (b) any pending or threatened labor dispute, strike or walkout, or the expiration net of any material labor contract, if the same could reasonably be expected to insurance recovery) in excess of $2,500,000 or have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance development that has resulted in, or could reasonably be expected to result in, have a Material Adverse Effect; lxvii
(d) the occurrence of any Pension Plan Event that, alone or together with other Pension Plan Events, could reasonably be expected to result in liability of the Loan Parties in an aggregate amount exceeding $1,000,000;
(e) any material amendment of any Organizational Document of such Loan Party that is adverse to the interests of the Administrative Agent hereunder;
(f) any change in the executive officers of such Loan Party;
(g) any change in name of a Loan Party, provided that the Administrative Agent shall have no less than 30 days’ prior written notice of such change of name, calculated from the date that the Administrative Agent acknowledges receipt of such notice; and
(mh) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇noticed delivered to, or any notice from either such agency indicating its intent to effect such a change or to place received from, the Borrower or the Loans on a “CreditWatch” or “WatchList” administrative agent or any similar listlender under the Subordinate Credit Agreement with respect to a default, covenant breach, waiver, request for consent in each case connection with negative implications, the Subordinate Credit Agreement or its cessation of, or its intent any other material notices related to cease, rating the Borrower or the LoansSubordinate Credit Agreement.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any each Lender prompt written notice of the following that affects any Loan Partyfollowing:
(a) any Event of Default or Default, specifying the threat nature and extent thereof and the corrective action (in writingif any) taken or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably proposed to be expected to have a Material Adverse Effecttaken with respect thereto;
(b) any pending default, event of default or threatened labor disputematerial breach under any Subordinated Debt Document, strike specifying the nature and extent thereof and the corrective action (if any) taken or walkoutproposed to be taken with respect thereto;
(c) the filing or commencement of, any written threat or notice of intention of any Person to file or commence, or any judgment, ruling, substantive order or settlement with respect to, any action, suit, assessment (including any Tax or tariff assessment) or proceeding, whether at law or in equity or by or before any Governmental Authority, against the expiration Borrower, any of its Subsidiaries or the Alpha Steel JV that (i) involves any material labor contractLoan Document or the Transactions, if the same (ii) that could reasonably be expected to have result in a Material Adverse Effect;
(c) any termination ofjudgment, penalty, fine or assessment against, or any event that would permit a third-party counterparty to terminateliability for, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (exceptBorrower, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations Alpha Steel JV in such Environmental Notice proved to be true could reasonably be expected to result, individually excess of $500,000 or in the aggregate, in a Material Adverse Effect;
(jiii) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(ld) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount that could reasonably be expected to exceed $500,000;
(e) the discovery or Release to the environment of Hazardous Materials or occurrence of violations of Environmental Law, including receipt of claims or notices of potential liability therefor, that in any such case could reasonably be expected to result in losses, expenses, fines or penalties asserted against or payable by the Borrower or any of its Subsidiaries in an aggregate amount that could reasonably be expected to exceed $500,000;
(f) the acquisition by any Loan Party or any of the Subsidiaries of any real property (or any interest in real property) having a value in excess of $1,000,000;
(g) any Subsidiary no longer qualifying as an Immaterial Foreign Subsidiary or being required to be designated as no longer an Immaterial Foreign Subsidiary (in accordance with the definition thereof); and
(h) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Sources: Credit Agreement (FTC Solar, Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any written notice of the following that affects promptly (and, in any Loan Party:event, within ten (10) Business Days after acquiring knowledge thereof):
(ai) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
, specifying the nature and extent thereof and the corrective action (eif any) any judgment against any Loan Party taken or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved proposed to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effecttaken with respect thereto;
(j) the occurrence filing or commencement of, or any written notice of intention of any ERISA Event if the sameperson to file or commence, either individually any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Borrower or other Company that in the aggregate, reasonable judgment of the Borrowers could reasonably be expected to result in a Material Adverse EffectEffect if adversely determined or (ii) with respect to any Loan Document;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and;
(l) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $50,000,000 (or in excess of $20,000,000 of Inventory);
(m) any negative change dispute or contest with regard to any Lien that could reasonably be expected to result in forfeiture of Revolving Credit Priority Collateral having a Dollar Equivalent fair market value in excess of $1,000,000;
(n) the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in the ratings of the Loans connection with any Priority Payable for amounts past due and owing by S&P a Borrower or ▇▇▇▇▇’▇Borrowing Base Guarantor, or any notice from either such agency indicating its intent to effect such for an accrued amount for which a change or to place the Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a requirement of Applicable Law and having a Dollar Equivalent value in excess of $1,000,000; and
(i) the Loans incurrence of any Lien (other than Permitted Liens) on the Collateral or (ii) the occurrence of any other event which could reasonably be expected to be material with regard to (x) the Revolving Credit Priority Collateral, taken as a “CreditWatch” or “WatchList” or any similar list, in each case with negative implicationswhole, or its cessation of(y) the Pari Passu Priority Collateral, or its intent to cease, rating the Borrower or the Loanstaken as a whole.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:
(1) any Default or Event of Default, specifying the nature and extent thereof and the Lenders corrective action (if any) proposed to be taken with respect thereto;
(2) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, or any material development in, any action, suit, litigation, investigation, administrative action or proceeding, whether at law or in writingequity or by or before any Governmental Authority or in arbitration, promptly after a Loan Party’s obtaining knowledge thereof, of against the Borrower or any of the following that affects Restricted Subsidiaries, as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or which alleges (and as to which an adverse determination against the Borrower or any Loan Party:of the Restricted Subsidiaries is reasonably likely to result in) material violations of Health Care Laws;
(a3) the threat (in writing) or commencement occurrence of any proceeding or investigationERISA Event that, whether or not covered by insurancetogether with all other ERISA Events that have occurred, if the same could would reasonably be expected to have a Material Adverse Effect;
(b4) any pending material change in accounting policies or threatened labor disputefinancial reporting practices by any Loan Party with respect to the Borrower’s Accounts and Inventory or which otherwise could reasonably be expected to affect the calculation of the Borrowing Base or Reserves;
(5) the Borrower’s receipt of any: (i) written notice from the FDA or other Governmental Authority that it is limiting, strike suspending, adversely modifying or walkout, or the expiration of revoking any material labor contract, if the same Healthcare Permit that could reasonably be expected to have a Material Adverse Effect;; (ii) a written warning letter from the FDA; or (iii) other written notice from the FDA or other Governmental Authority that any product manufactured, marketed, developed, sold or distributed by or on behalf of the Borrower and its Restricted Subsidiaries is subject to, or proceedings have been commenced seeking, the material seizure, withdrawal, recall, suspension or detention by the FDA or other Governmental Authority; and
(c6) any termination seizure, detention, suspension or recall of, or any event that would permit a third-party counterparty to terminatevoluntary withdrawal or recall of, a Material Contract or any “event of default” (response or such similar term) under commitment to the FDA or termination any Governmental Authority to withdraw or recall, any product manufactured, marketed, developed, sold or distributed by or on behalf of the Revolving Credit Facility (except, in each case, any termination in accordance with Borrower and its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same Subsidiaries which could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Sources: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)
Litigation and Other Notices. Notify Furnish to the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any each Lender prompt written notice of the following that affects any Loan Partyfollowing:
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(jb) the occurrence of any ERISA “Default” or “Event if of Default” under and as each is defined in the sameABL Credit Agreement, either individually the Senior Secured Note Indenture or the Subordinated Note Documents;
(c) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the aggregate, Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(kd) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(li) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $l0,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrower or the applicable Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and;
(mf) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans Term Facility by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans Term Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the LoansTerm Facility; and
(g) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws.
Appears in 1 contract
Litigation and Other Notices. Notify Promptly upon any Responsible Officer of the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge Borrower or any Subsidiary becoming aware thereof, of any furnish to each Lender written notice of the following that affects any Loan Partyfollowing:
(a) (i) the threat occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (in writingif any) taken or proposed to be taken with respect thereto and (ii) the occurrence of any “Default” or “Event of Default” under the Existing Credit Agreement and the Senior Credit Agreement;
(b) the filing or commencement of, or any written threat or notice of intention of any proceeding person to file or investigationcommence, any action, suit or proceeding, whether at law or not covered in equity or by insuranceor before any Governmental Authority, if against the same Borrower or any Affiliate thereof that could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or result in liability of the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse EffectBorrower and its Subsidiaries in an aggregate amount exceeding $500,000;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if that, alone or together with any other ERISA Events that have occurred, has resulted in liability of the sameBorrower and its Subsidiaries in an aggregate amount exceeding $500,000;
(d) the receipt by the Borrower, either individually any Subsidiary or in the aggregate, could Acquired Business of written notice of violation of or potential liability under or pursuant to Environmental Laws that is reasonably be expected to result in a Material Adverse Effect;the Borrower, any Subsidiary or the Acquired Business incurring fines or penalties pursuant to Environmental Laws in amounts equal to $100,000 or other Environmental Liabilities in an aggregate amount exceeding $500,000; and
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(le) the occurrence of any other event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Sources: Senior Subordinated Loan Agreement (Geokinetics Inc)
Litigation and Other Notices. Notify The Borrowers will give the Administrative Agent and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any prompt written notice of the following that affects any Loan Partyfollowing:
(a) the threat issuance by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint;
(in writingb) the filing or commencement of any action, suit or proceeding against the Borrowers or investigationany of their Subsidiaries, whether at law or not covered in equity or by insuranceor before any arbitrator or Governmental Authority, if the same could (i) which is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought and which would reasonably be expected to have a Material Adverse Effect;
Effect or (bii) any pending or threatened labor dispute, strike or walkout, or as to which it is probable (within the expiration meaning of any material labor contractStatement of Financial Accounting Standards No. 5) that there will be an adverse determination and which, if the same could adversely determined, would (A) reasonably be expected to have result in liability of the Borrowers or their Subsidiaries in an aggregate amount of $5,000,000 or more, not reimbursable by insurance, or (B) materially impair the ability of a Material Adverse EffectBorrower or any Subsidiary to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party;
(c) (i) any termination ofDefault or (ii) any failure by the Borrowers or their Subsidiaries to comply with the provisions of the DOE Agreement, any other agreement with the DOE, the NRC, the Russian government, OAO Techsnabexport or the Tennessee Valley Authority, or any event that other material contract or agreement which would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, in each case, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;
(kd) the discharge of notices given or received (with copies thereof) with respect to any withdrawal or resignation by Holdings’s independent accountantsMaterial Indebtedness for borrowed money;
(le) notices given or received (with copies thereof) with respect to the occurrence foreign credit Receivable insurance maintained by the Credit Parties; and
(f) any development in the business or affairs of a Borrower or any event or circumstance that Subsidiary which has resulted in, or could reasonably be expected to result in, had a Material Adverse Effect; and
(m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.
Appears in 1 contract
Litigation and Other Notices. Notify Furnish to the Administrative Agent Agent, the Issuing Bank and the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any each Lender prompt written notice of the following that affects any Loan Partyfollowing:
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(fb) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation filing or asserted violation of any Applicable Law (including ERISA, OSHA, FLSAcommencement of, or any Environmental Laws)threat or notice of intention of any person to file or commence, if any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by a Loan Party Borrower or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) receipt of any Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(lc) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto;
(d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with copies of each such letter;
(f) the receipt by the Borrower or any of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the ESOT, which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, together with copies of each such notice and copies of all subsequent correspondence relating thereto;
(g) the occurrence of any amendment to any of the ESOP Plan Documents;
(h) the Borrower’s knowledge that at any time on or after the Closing Date the Borrower is not taxable as a Subchapter S corporation as such term is defined in Section 1361 of the Code or that the ESOT is subject to tax imposed under the Code with respect to any item of income or loss of the Borrower or any Subsidiary of the Borrower; and
(i) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(m) . For purposes of this Section 5.05, the Borrower and the Subsidiaries shall be deemed to know all facts known by the administrator of any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings Plan of the Loans by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place which the Borrower or any Subsidiary is the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loansplan sponsor.
Appears in 1 contract