Litigation and Other Notices. Furnish to Lender written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof): (a) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims); (b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness; (c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments; (d) the occurrence of any Default or Event of Default; (e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and (g) any other developments or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect thereto.
Appears in 3 contracts
Sources: Loan Agreement, Loan Agreement (Stockbridge/Sbe Investment Company, LLC), Loan Agreement (Stockbridge/Sbe Investment Company, LLC)
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in after any event, within three Business Days Responsible Officer of the occurrence or obtaining Borrower obtains actual knowledge thereof)::
(a) any Event of Default or Default, specifying the institution nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority or in arbitration, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, the Borrower or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower its subsidiaries as to Lender that which would reasonably be expected to result in have a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) any other development specific to the institution Borrower or any of any special or other assessments (other than ad valorem taxes) for its subsidiaries that is not a matter of general public improvements or otherwise affecting any Real Estateknowledge and that has had, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessmentsbe expected to have, a Material Adverse Effect;
(d) the occurrence of any Default or ERISA Event of Defaultthat, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect;
(e) the occurrence, any material change in accounting policies or financial reporting practices by any Loan Party or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature Subsidiaries thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto ; and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, (i) degradation in advance rates under a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or Qualified Securitization Financing which results in a change in the aggregate, have resulted in, or average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably be expected to result inin a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, a Material Adverse Effect. Each notice pursuant the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to clauses (a) and (g) the pricing of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect theretosuch Qualified Securitization Financing.
Appears in 3 contracts
Sources: Credit Agreement (Centric Brands Inc.), Credit Agreement (Centric Brands Inc.), First Lien Credit Agreement (Centric Brands Inc.)
Litigation and Other Notices. Furnish to each Agent, the Administrative Agent and each Lender written notice of the following promptly (and, in any event, within three Business Days upon a Responsible Officer of the occurrence Borrower or any Subsidiary obtaining knowledge thereof)::
(a) any Event of Default or Default, specifying the institution nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any notice to SSCC, the Borrower or any Subsidiary of the intention of any Person to file or commence, any action, suit, suit or proceeding (whether administrative, judicial at law or otherwise), governmental investigation in equity or arbitration against by or affecting Borrower, before any Governmental Authority or any property of arbitrator) against SSCC, the Borrower (collectivelyor any Affiliate thereof that, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estatedevelopment that has resulted in, or any contemplated improvements could reasonably be anticipated to such Real Estate that would reasonably result in such special or other assessmentsin, a Material Adverse Effect;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually alone or in the aggregatetogether with other ERISA Events, have resulted in, or would could reasonably be expected to result inin increased liability of the Borrower, a Material Adverse Effect. Each notice pursuant any of the Subsidiaries or any 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 clauses the following:
(ai) the Plans’ and (g) Multiemployer Plans’ funded status as of this Section 5.02 shall be accompanied by a the most recent valuation or other statement of financial condition prior to the Closing Date; or
(ii) withdrawal liability with respect to a Responsible Officer setting forth details Multiemployer Plan as of the occurrence referred most recent estimate of withdrawal liability for such Multiemployer Plan received before the Closing Date; and
(e) any material casualty or other insured damage to any material portion of any Mortgaged Property or the commencement of any action or proceeding for the taking or expropriation of any Mortgaged Property or any material part thereof or material interest therein and stating what action Borrower proposes to take with respect theretounder power of eminent domain or by condemnation or similar proceeding.
Appears in 2 contracts
Sources: Credit Agreement (SMURFIT-STONE CONTAINER Corp), Credit Agreement (Smurfit Stone Container Corp)
Litigation and Other Notices. Furnish to Lender the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within three Business Days Responsible Officer of Holdings or the occurrence or obtaining Borrower obtains actual knowledge thereof)::
(a) any Event of Default or Default, specifying the institution nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority or in arbitration, judicial or otherwise)against Holdings, governmental investigation or arbitration against or affecting Borrower, the Borrower or any property of Borrower (collectivelythe Subsidiaries as to which an adverse determination is reasonably probable and which, “Proceedings”) not previously disclosed in writing by Borrower to Lender that if adversely determined, would reasonably be expected to result in have a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) any other development specific to Holdings, the institution Borrower or any of any special or other assessments (other than ad valorem taxes) for the Subsidiaries that is not a matter of general public improvements or otherwise affecting any Real Estateknowledge and that has had, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessmentsbe expected to have, a Material Adverse Effect;
(d) the occurrence of any Default ERISA Event that, together with all other ERISA Events, would reasonably be expected to have a Material Adverse Effect, such notice to include the details as to such occurrence and any notices received by Holdings, the Borrower, such Subsidiary or Event ERISA Affiliate from the PBGC or any other government agency, or (to the extent known and available to Holdings, the Borrower, such Subsidiary or such ERISA Affiliate and permitted by applicable confidentiality obligations) a Plan participant with respect thereto; or that a Plan has an Unfunded Pension Liability which, when added to the aggregate amount of Default;Unfunded Pension Liabilities with respect to all other Plans, exceeds the aggregate amount of such Unfunded Pension Liabilities that existed on the Closing Date by an amount that would reasonably be expected to have a Material Adverse Effect; and
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, execution and delivery of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Eventmaterial amendment, a written notice specifying the nature thereofrestatement, what actions Borrower supplement or ERISA Affiliate has taken, is taking other modification to or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence waiver of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect theretoSecond Lien Note Document.
Appears in 2 contracts
Sources: Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution Inc)
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):
(a) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrowerany Company, or any property of Borrower any Company (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender the Administrative Agent that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower the Loan Parties to enable Lender the Administrative Agent and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender the Loan Parties or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower any Company pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower a Loan Party obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower the affected Loan Party or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender the Administrative Agent following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower the relevant Loan Party proposes to take with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Stockbridge/Sbe Investment Company, LLC), Credit Agreement (Revel Entertainment Group, LLC)
Litigation and Other Notices. Furnish to Lender the Funding Agent written notice of the following promptly (and, in any event, within three (3) Business Days of the occurrence or obtaining after acquiring knowledge thereof):
(a) any Default or Event of Default, specifying the institution nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written notice of intention of any person to file or commence, any action, suit, proceeding litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (whether administrative, judicial i) against any Borrower or otherwise), governmental investigation or arbitration against or affecting Borrower, or any property other Company that in the reasonable judgment of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would the Borrowers could reasonably be expected to result in a Material Adverse Effect, Effect if adversely determined or any material development in any such Proceeding, in each case together (ii) with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant respect to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material IndebtednessLoan Document;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate development that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted in, or would could reasonably be expected to result in, a Material Adverse Effect. Each notice ;
(d) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $20 million; 155
(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 million;
(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 clauses (a) a Requirement of Law and having a Dollar Equivalent value in excess of $1 million; and
(g) (i) the incurrence of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details any Lien (other than Permitted Liens) on the Collateral, or claim asserted against any of the Collateral or (ii) the occurrence referred of any other event which could reasonably be expected to therein and stating what action Borrower proposes affect the value of the Collateral, in each case which could reasonably be expected to take be material with respect theretoregard to (x) the Revolving Credit Priority Collateral, taken as a whole, or (y) the Term Loan Priority Collateral, taken as a whole.
Appears in 2 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)
Litigation and Other Notices. Furnish to Lender the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within three Business Days Responsible Officer of Holdings or the occurrence or obtaining Borrower obtains actual knowledge thereof)::
(a) any Event of Default or Default, specifying the institution nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority or in arbitration, judicial or otherwise)against Holdings, governmental investigation or arbitration against or affecting Borrower, the Borrower or any property of Borrower (collectivelythe Subsidiaries as to which an adverse determination is reasonably probable and which, “Proceedings”) not previously disclosed in writing by Borrower to Lender that if adversely determined, would reasonably be expected to result in have a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) any other development specific to Holdings, the institution Borrower or any of any special or other assessments (other than ad valorem taxes) for the Subsidiaries that is not a matter of general public improvements or otherwise affecting any Real Estateknowledge and that has had, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessmentsbe expected to have, a Material Adverse Effect;
(d) the occurrence of any Default ERISA Event that, together with all other ERISA Events, would reasonably be expected to have a Material Adverse Effect, such notice to include the details as to such occurrence and any notices received by Holdings, the Borrower, such Subsidiary or Event ERISA Affiliate from the PBGC or any other government agency, or (to the extent known and available to Holdings, the Borrower, such Subsidiary or such ERISA Affiliate and permitted by applicable confidentiality obligations) a Plan participant with respect thereto; or that a Plan has an Unfunded Pension Liability which, when added to the aggregate amount of Default;Unfunded Pension Liabilities with respect to all other Plans, exceeds the aggregate amount of such Unfunded Pension Liabilities that existed on the Closing Date by an amount that would reasonably be expected to have a Material Adverse Effect; and
(e) the occurrenceexecution and delivery of any material amendment, restatement, supplement or other modification to or waiver of any Second Lien Note Document or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect thereto2010 Second Lien Note Document.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Quality Distribution Inc)
Litigation and Other Notices. Furnish For as long as any Note remains outstanding, the Company shall promptly, to Lender written the extent not prohibited by law, give each Purchaser notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):writing of:
(a) within three Trading Days following the institution of knowledge by the Company thereof, any actionAction before or by any court, suit, proceeding (whether administrative, judicial or otherwise)arbitrator, governmental investigation or arbitration against administrative agency or regulatory authority (federal, state, county, local or foreign) affecting Borrowerthe Company, any Subsidiary, any director and/or officer including but not limited to, any Action involving a claim of violation of or liability under federal or state securities laws, a claim of breach of fiduciary duty or any property of Borrower investigation by a governmental or administrative agency or regulatory authority (collectivelyfederal, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would reasonably be expected to result in a Material Adverse Effectstate county, local or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claimsforeign);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery within three Trading Days following the occurrence thereof, copies any Default or Event of all amendments Default or event that has had or could reasonably be expected to any of the documents evidencing have a Material IndebtednessAdverse Effect;
(c) upon the institution consummation of any special acquisition or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, investment by the Company or any contemplated improvements of its Subsidiaries and as and at the end of each fiscal year, a restatement of Schedule 3.1(ss) hereto with respect to the following items: (i) the call letters and designated market area of each Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Company and its Subsidiaries with respect to such Real Estate that would reasonably result in Stations and (iv) the termination date, if any, of each such special or other assessmentsnetwork affiliation agreement and FCC License;
(d) promptly upon their becoming available, copies of (i) all press releases and other statements made available generally by the occurrence Company or any of its Subsidiaries to the public concerning material developments in the business of the Company or any Default of its Subsidiaries, (ii) any material non-routine correspondence or Event official notices received by the Company, or any of Default;its Subsidiaries from the FCC or other communications regulatory authority, and (iii) all material information filed by the Company or any of its Subsidiaries with the FCC; and
(e) within three Trading Days following receipt of notice thereof (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the occurrenceCompany or any of its Subsidiaries, or any Responsible Officer notice of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower default or ERISA Affiliate has taken, is taking or proposes to take forfeiture with respect thereto andto any such License, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(gii) any complaint or other developments matter filed with or events thatcommunicated to the FCC or other Governmental Authority of which the Company and any of its Subsidiaries has knowledge which, individually or in the aggregate, have resulted in, or would could reasonably be expected to result in, have a Material Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Company or any of its Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License. Each notice pursuant Any such information provided to clauses (a) and (g) any Purchaser shall comply with the requirements of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect thereto4.6 above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Madison Technologies Inc.), Securities Purchase Agreement (Madison Technologies Inc.)
Litigation and Other Notices. (a) Furnish to the Administrative Agent, each Issuing Bank and each Lender prompt written notice of the following following:
(i) promptly (and, and in any event, event within three five Business Days Days) after a Responsible Officer of the occurrence Borrower obtains knowledge thereof (if such Event of Default or obtaining Default, as applicable, is still continuing), any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(ii) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof):
(a) , the institution filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, the Borrower or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender Subsidiary or Joint Venture that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);; and
(biii) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days five Business Days) after any a Responsible Officer of the Borrower knows of such ERISA Event, a written notice specifying the nature obtains knowledge thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have development that has resulted in, or would could reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant ; provided, with respect to clauses paragraphs (ai) and through (giii) of this Section 5.02 above, the Borrower shall be accompanied deemed to have provided notice to the extent such event warranting notice under paragraphs (i), (ii) or (iii) has been expressly disclosed in the Borrower’s Exchange Act Filings.
(b) Furnish to the Administrative Agent, each Issuing Bank and each Lender prompt written notice of any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a statement of change or to place the Borrower on a Responsible Officer setting forth details of “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the occurrence referred to therein and stating what action Borrower proposes to take with respect theretoBorrower.
Appears in 1 contract
Litigation and Other Notices. Furnish to Lender the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):
(a) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Holdings or the Borrower knows obtains actual knowledge thereof:
(a) any Event of such ERISA EventDefault or Default, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes and extent thereof and the corrective action (if any) proposed to take with respect thereto and, when known, any action be taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(fb) at the request filing or commencement of, or any written threat or notice of Lender following the occurrence intention of any Event of Defaultperson to file or commence, a complete and accurate list any Regulatory Action or other action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of the names Subsidiaries as to which an adverse determination is reasonably probable and addresses which, if adversely determined, would reasonably be expected to have a material and adverse impact on the Borrower or any of each Subcontractor; andthe Subsidiaries;
(gc) any other developments development specific to Holdings, the Borrower or events that, individually or in any of the aggregate, have resulted inSubsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to result inhave, a Material Adverse Effect. Each notice pursuant ;
(d) the development or occurrence of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to clauses have a Material Adverse Effect;
(ae) (i) any Environmental Claim which has been commenced or (to the best of such Responsible Officer’s knowledge and belief) is threatened against Holdings, the Borrower or any of their respective subsidiaries or (ii) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against, or any cost, liability or obligation under or relating to any Environmental Laws of, Holdings, the Borrower or any of their respective subsidiaries, in each case, where such Environmental Claim or cost, liability or obligation would reasonably be expected to have a Material Adverse Effect;
(f) any breach of or default (after the lapse of any cure period or giving of notice, if so required) of the DOJ Settlement by the Borrower or any of its Subsidiaries, including a breach of any provision of a deferred prosecution agreement, or any other agreement with a Governmental Authority resulting from the DOJ Investigation;
(g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of (A) any material development with the DOJ or any other Governmental Authority regarding the DOJ Investigation, or (B) the occurrence referred of any Specified Outcome; or
(A) any written request by the OIG to therein and stating what enter into a corporate integrity agreement, or (B) any civil monetary penalty, fine or other penalty or adverse action Borrower proposes threatened in writing or imposed by the OIG or any other Governmental Authority for matters related to take with respect theretothe DOJ investigation.
Appears in 1 contract
Sources: Revolving Credit Facility (Meridian Bioscience Inc)
Litigation and Other Notices. Furnish to Lender the Administrative Agent prompt written notice of the following promptly (and, in upon any event, within three Business Days of the occurrence or obtaining Loan Party’s knowledge thereof)::
(a) the institution occurrence of any Default or Event of Default, specifying the nature and extent thereof, the date of occurrence thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written (including by email or other electronic means) threat or notice of intention of any Person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, the Borrower or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender Affiliate thereof that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;; [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.
(c) the institution occurrence of any special ERISA Event that, alone or together with any other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real EstateERISA Events that have occurred, or any contemplated improvements could reasonably be expected to such Real Estate that would reasonably result in such special or other assessmentsliability of Holdings, the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) the occurrence of any Default development or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate that has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted in, or would could reasonably be expected to result in, a Material Adverse Effect. Each notice ;
(e) any default or event of default (in each case, after taking into account applicable cure or grace periods) under any Contractual Obligation (other than the Loan Documents) of Holdings, the Borrower or any of their respective Subsidiaries that would reasonably be expected to have a Material Adverse Effect;
(f) any notices of default received by any Loan Party from, or notices of default furnished to, any holder which is not an Affiliate of Holdings of Material Indebtedness and not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to clauses any other clause of this Section 5.05 (a) and together with copies thereof); and
(g) any damage or destruction to Collateral that is reasonably and in good faith determined by Borrower to be in an amount in excess of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect thereto$1,000,000.
Appears in 1 contract
Sources: Credit Agreement (Blackline, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):following:
(a) any Default or Event of Default, specifying the institution nature and extent thereof and the corrective action, if 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 person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, the Borrower or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender Affiliate thereof that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution occurrence of any special ERISA Event that, alone or together with any other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real EstateERISA Events that have occurred, or any contemplated improvements could reasonably be expected to such Real Estate that would reasonably 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 special ERISA Event and the corrective action, if any, taken or other assessmentsproposed 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 Default other Plan, or Event 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 Defaulta 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 occurrencereceipt of written notice (whether preliminary, final or otherwise but excluding any Responsible Officer notice of Borrower obtaining knowledge any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a forthcoming occurrence, Plan under Section 401(a) of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor Code or the PBGC status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with respect theretocopies of each such letter;
(f) at the request receipt by the Borrower or any of Lender following the occurrence its Subsidiaries of notice of any Event of Defaultaudit, a complete and accurate list of investigation, litigation or inquiry by the names and addresses of each Subcontractor; and
(g) IRS or any other developments Governmental Authority relating to the ESOP or events thatthe ESOT, which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, have 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 would could reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) For purposes of this Section 5.02 5.05, the Borrower and the Subsidiaries shall be accompanied deemed to know all facts known by a statement the administrator of a Responsible Officer setting forth details any Plan of which the occurrence referred to therein and stating what action Borrower proposes to take with respect theretoor any Subsidiary is the plan sponsor.
Appears in 1 contract
Sources: Bridge Loan Agreement (Alion Science & Technology Corp)
Litigation and Other Notices. Furnish to Lender the Administrative Agent (for each Lender) written notice of the following promptly (and, in any event, within three five Business Days of the occurrence or Borrower obtaining knowledge thereof):
(a) any Default, specifying the institution nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any known threat or notice of intention of any person to file or commence, any action, suit, proceeding litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (whether administrative, judicial i) against any Company or otherwise), governmental investigation any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or arbitration against or affecting Borrower(ii) with respect to any Loan Document;
(c) any development that has resulted in, or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Defaulta material Casualty Event;
(e) of the occurrence, institution of any investigation or proceeding against such person to terminate (or that may result in the termination of) the contract of any of the HMO Subsidiaries to be a Medicare Advantage Program contractor or state Medicaid Program contractor or its status under any Medical Reimbursement Program or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and investigation or proceeding that may result in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA an Exclusion Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence its receipt of any Event notice of Defaultintent to exclude, any notice of proposal to exclude issued by the OIG (together with a complete copy of any such notice);
(g) of its receipt of any notice of, compliance order or adverse reporting regarding loss or threatened loss of accreditation, loss of participation under any reimbursement program or loss of applicable health care license or certificate of authority of any HMO Subsidiary, and accurate list any other material deficiency notices, compliance orders or adverse reports issued by any HMO Regulator or other Governmental Authority or private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could result in the suspension or forfeiture of any license, certification, or accreditation necessary for such HMO Subsidiary to carry on its business as then conducted or the termination of any insurance or reimbursement program available to any HMO Subsidiary (in each case together with a copy of any such notice);
(h) of its receipt of any correspondence from an HMO Regulator asserting that the Borrower or any of its Subsidiaries is not in compliance in all material respects with HMO Regulations or threatening action against the Borrower or any of its Subsidiaries under the HMO Regulations (together with a copy of such correspondence);
(i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the names and addresses of each SubcontractorCollateral; and
(gj) any other developments HMO Subsidiary operating in a state that has adopted the NAIC definition of Company Action Level, such HMO Subsidiary failing to maintain its capital reserve requirements at or events that, individually or in above the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect theretoCompany Action Level.
Appears in 1 contract
Litigation and Other Notices. Furnish Holdings and the Borrower will furnish to Lender the Administrative Agent prompt written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):following:
(a) (i) the institution occurrence of any Default or Event of Default, including as a result of the occurrence of any “default” or “event of default” (however denominated) under the Revolving Credit Agreement or any other definitive documentation for the Permitted ABL Facility (it being understood that, for purposes of this clause (i), any Event of Default that refers to an opinion of the Required Lenders shall be deemed to instead refer to an opinion of Holdings and the Borrower, acting reasonably); or (ii) Holdings or any Subsidiary receiving from (A) any lender or agent under the Revolving Credit Agreement, or any other definitive documentation for the Permitted ABL Facility, any notice alleging that a “default” or “event of default” has occurred thereunder, (B) the Crack Spread Hedging Counterparty, any notice alleging that a “default”, “event of default” or “termination event” has occurred under the Crack Spread Hedging Agreement or (C) Valero Marketing and Supply Company, or an Affiliated thereof, any notice alleging a default in the performance, observance or fulfillment of any material obligation of the Borrower under the Offtake Agreement;
(b) the filing or commencement of, or Holdings or any Subsidiary obtaining any knowledge of any threat or notice of intention of any person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, Holdings or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender Subsidiary or other Affiliate thereof that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special Borrower or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estatethe Seller, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessmentsof their respective Affiliates, having made any claim for indemnification under the Stock Purchase Agreement;
(d) (i) any Casualty with respect to any material portion of the occurrence ▇▇▇▇▇ Springs Refinery or that would cost $10,000,000 or more to repair or replace and (ii) any Condemnation with respect to any portion of any Default or Event of Defaultthe ▇▇▇▇▇ Springs Refinery;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, occurrence of any ERISA Event and that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect theretoMaterial Adverse Effect;
(f) at the request of Lender following the occurrence Holdings or any Subsidiary or other Affiliate thereof becoming subject to, or receiving notice of any Event of Defaultclaim with respect to, any Environmental Liability that could reasonably be expected, individually or in the aggregate, to result in a complete and accurate list of the names and addresses of each SubcontractorMaterial Adverse Effect; and
(g) any other developments event, condition or events that, individually or in the aggregate, have development that has resulted in, or would could reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of delivered under this Section 5.02 shall be accompanied by a statement of a Responsible Officer of each of Holdings and the Borrower (i) in the case of any notice under clause (d) of this Section, setting forth a description of (A) the Casualty with respect to which it is given and their good faith estimate of the cost to repair or replace the assets affected by such Casualty or (B) the Condemnation with respect to which it is given and the book value, and their good faith estimate of the fair market value, of the property subject to such Condemnation and (ii) in the case of any other notice, setting forth the details of the occurrence referred event, condition or development requiring such notice and any action taken or proposed to therein and stating what action Borrower proposes to take be taken with respect thereto.
Appears in 1 contract
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in after any event, within three Business Days Responsible Officer of the occurrence Borrower or obtaining any Relevant Subsidiary obtains actual knowledge thereof)::
(a) any Event of Default or Default, specifying the institution of any action, suit, proceeding nature and extent thereof and the corrective action (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, or any property of Borrower (collectively, “Proceedings”if any) not previously disclosed in writing by Borrower proposed to Lender that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together taken with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims)respect thereto;
(b) copies the filing or commencement of all notices provided to any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to or any of the documents evidencing its Relevant Subsidiaries as to which an adverse determination could reasonably be expected to have a Material IndebtednessAdverse Effect;
(c) any other development specific to the institution Borrower or any of any special or other assessments (other than ad valorem taxes) for its Relevant Subsidiaries that is not a matter of general public improvements or otherwise affecting any Real Estateknowledge and that has had, or any contemplated improvements could reasonably be expected to such Real Estate that would reasonably result in such special or other assessmentshave, a Material Adverse Effect;
(d) the 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) upon reasonable written Lender request, any change in the occurrence, information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows (d) of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect theretocertification;
(f) at the request of Lender following the occurrence promptly, but in any event within five (5) Business Days after receipt thereof by any Loan Party, a copy of any Event form of Defaultnotice, a complete summons, citation, proceeding or order received from any State Pipeline and accurate list Injection/Disposal Well Regulatory Agency or any other Governmental Authority asserting jurisdiction over any material portion of the names Midstream Assets;
(g) in the event any Loan Party intends to issue or incur any Permitted Junior Debt as permitted by Section 6.01(o), at least five (5) Business Days’ (or such shorter period of time as the Administrative Agent may reasonably agree) prior written notice of such intended offering therefor, the amount thereof and addresses the anticipated date of each Subcontractorclosing and, when available, will furnish a copy of the preliminary term sheet and offering memorandum, indenture, note purchase agreement or term loan agreement and, promptly after closing, the final offering memorandum, indenture, note purchase agreement or term loan agreement applicable to such Permitted Junior Debt; and
(gh) to the extent not included in any other developments or events thatpublic filings required to be filed with the SEC, individually or in promptly after the aggregatefiling thereof, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) copies of this Section 5.02 shall be accompanied all tax returns filed by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect theretoany Loan Party.
Appears in 1 contract
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):
(a) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrowerany Company, or any property of Borrower any Company (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender the Administrative Agent that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower the Loan Parties to enable Lender the Administrative Agent and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender the Loan Parties or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower any Company pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower a Loan Party obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower the affected Loan Party or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(gf) any other developments or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (gf) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower the relevant Loan Party proposes to take with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
Litigation and Other Notices. Furnish to Lender the Administrative Agent, the Issuing Bank and each Lender, promptly after any Responsible Officer of the Parent or any Subsidiary obtains knowledge thereof, written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):following:
(a) any Default or Event of Default, specifying the institution nature and extent thereof and the corrective action, if any, taken or proposed to be taken with respect thereto;
(b) not later than 5 Business Days after receipt of official written notice, the filing or commencement of, or (to the extent permitted by law, rule or regulation) any threat or notice of intention of any person to file or commence, any investigation, action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, the Parent or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender Affiliate thereof that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) within 5 Business Days thereof, the institution occurrence of any special ERISA Event that, alone or together with any other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real EstateERISA Events that have occurred, or any contemplated improvements could reasonably be expected to such Real Estate that would reasonably result in such special or other assessmentshave a Material Adverse Effect;
(d) the occurrence not later than 5 Business Days after receipt of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a official written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when knownnotice, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have development that has resulted in, or would could reasonably be expected to result in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of the Parent or any Subsidiary from any Medical Reimbursement Program in which it participates, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each ;
(e) not later than 5 Business Days after receipt of official written notice, commencement of any material audit of the Parent or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against the Parent or any Subsidiary, in each case, that could reasonably be expected to result in a suspension, revocation or termination of any material contract of the Parent or any Subsidiary with respect to Medicaid or Medicare, including any such contract to be a Medicare Advantage Organization to the extent such suspension, revocation or termination is material to the Parent and its Subsidiaries taken as a whole; and
(f) receipt by the Parent or any Subsidiary of (i) any notice of suspension or forfeiture of any material certificate of authority or similar license of any HMO Subsidiary to the extent such suspension or forfeiture is material to the Parent and its Subsidiaries, taken as a whole and (ii) to the extent permitted by law, rule or regulation, 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 clauses (a) a material provider agreement that, if not promptly complied with or cured, could reasonably be expected to result in the suspension or forfeiture of any certification, license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the termination of any insurance or reimbursement program then available to any HMO Subsidiary, in each case to the extent such suspension, termination or forfeiture is material to the Parent and (g) of this Section 5.02 shall be accompanied by its Subsidiaries, taken as a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect theretowhole.
Appears in 1 contract
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in any event, within three five (5) Business Days or such later date as may be agreed by the Administrative Agent in its reasonable discretion) of a Responsible Officer of the occurrence or Borrower obtaining actual knowledge thereof)::
(a) any Default or Event of Default (provided that (i) no such notice shall be required if cured within 30 days or within the institution applicable cure period and (ii) any delivery of a notice of Default shall automatically cure any action, suit, proceeding (whether administrative, judicial Default or otherwiseEvent of Default then existing with respect to any failure to deliver such notice), specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) any litigation or governmental investigation or arbitration proceeding pending against or affecting Borrower, the Borrower or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender its Subsidiaries that would could reasonably be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution occurrence of any special ERISA Event that could, when taken either alone or together with all such other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real EstateERISA Events, or any contemplated improvements reasonably be expected to such Real Estate that would reasonably result in such special or other assessmentshave a Material Adverse Effect;
(d) the occurrence of any Default audit, compliance review, accreditation report or Event of Defaultother proceeding by an Educational Agency in which any Educational Services Agreement has been determined to be in material noncompliance with applicable Educational Law;
(e) any change in Law or Educational Law that would necessitate material changes to the occurrence, manner in which any Credit Party is compensated by an educational institution under an Educational Services Agreement in order for such Educational Services Agreement to remain in material compliance with applicable Law or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto Educational Law; and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence copies of any Event of Defaultamendment, a complete amendment and accurate list restatement, consent, waiver, supplement or other modification to or of the names and addresses of each Subcontractor; and
(g) Revolver Credit Agreement or any other developments Revolver Credit Document or events that, individually any Junior Secured Indebtedness subject to an Intercreditor Agreement or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect theretoany Subordinated Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (2U, Inc.)
Litigation and Other Notices. Furnish to Give Lender written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):of:
(a) (promptly after the institution commencement thereof) the nature, status, and actual or potential amount of all claims, orders, directives, complaints, citations, notices, actions, suits, investigations and proceedings by or before any Person against any Loan Party or affecting the business, operations, condition (financial or otherwise) or any of the assets (other than ordinary and routine litigation reasonably expected to be covered under the limits of existing insurance policies) of any actionLoan Party, suitincluding any such claims, proceeding etc. with respect to (whether administrativei) air emissions, judicial (ii) spills, releases or otherwise)discharges to soils or improvements located thereon, governmental investigation surface water, groundwater or arbitration against the sewer, septic system or affecting waste treatment, storage or disposal systems servicing any real Property, (iii) noise emissions, (iv) solid or liquid waste disposal, or (v) the use, generation, storage, transportation or disposal of Hazardous Materials;
(b) (as soon as possible, and in any event within ten days after the occurrence of the same) any Default or Event of Default, including the details of such Default or Event of Default and the action Borrower is taking or proposes to take with respect thereto;
(c) (promptly upon becoming aware of the same) any Person seeking to obtain a decree or order for relief with respect to any Loan Party in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, specifying what action such Loan Party is taking or proposes to take with respect thereto;
(d) (promptly after adoption) any amendment to the certificate of incorporation or bylaws of Borrower, which notice shall include a copy of such amendment;
(e) (promptly upon the occurrence of the same) any default with respect to any Contractual Obligation or any property of Borrower (collectively, “Proceedings”) not previously disclosed other event which has resulted in writing by Borrower to Lender that or which would reasonably be expected to result in a Material Adverse Effect;
(f) (promptly, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating within five Business Days after Borrower knows or has reason to workers’ compensation claims);
know of such event) (b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(di) the occurrence of any Default material Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or Event of Default;
a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (eii) the occurrenceinstitution of proceedings or the taking of any other action by the PBGC or Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrencethe termination, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower Reorganization or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when knownInsolvency of, any action taken or threatened by the Internal Revenue ServicePlan, the Department of Labor or the PBGC together with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer Officer, setting forth details of as to such Reportable Event and the occurrence referred to therein and stating what action which Borrower proposes to take with respect thereto;
(g) (not less than 30 days prior to effecting the same) any change in the address of the location of any records pertaining to any Collateral;
(h) (promptly upon becoming aware of the same) of the occurrence of any event or the existence of any fact which renders any representation or warranty in this Agreement or any of the other Loan Documents inaccurate, incomplete or misleading or which has had or could reasonably be expected to have a Material Adverse Effect; and
(i) (promptly upon becoming aware of the same) the Public Accountants' determination or Borrower's determination of the occurrence of any Internal Control Event.
Appears in 1 contract
Sources: Credit Agreement (Seaena Inc.)
Litigation and Other Notices. Furnish to Lender written notice Promptly upon a Responsible Officer obtaining knowledge of the occurrence of any of the following promptly (andevents, in any eventHoldings will furnish to the Administrative Agent and the Collateral Agent for further distribution to each Issuing Bank and each Lender prompt written notice or copies, within three Business Days of the occurrence or obtaining knowledge thereof):as applicable, of:
(a) any Event of Default or Default, specifying the institution nature and extent thereof and the corrective action (if 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 person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any arbitrator or Governmental Authority, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, Holdings or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender Subsidiary that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution occurrence of any special or other assessments ERISA Event described in clause (other than ad valorem taxesb) for public improvements or otherwise affecting any Real Estate, of the definition thereof or any contemplated improvements other ERISA Event that, alone or together with any other ERISA Events that have occurred, has resulted in liability to such Real Estate that would reasonably result one or more of Holdings and the Subsidiaries in such special or other assessmentsan aggregate amount exceeding U.S.$15,000,000;
(d) if requested by the occurrence Administrative Agent, promptly following any receipt by a Loan Party of such documents pursuant to its request, copies of (i) any Default documents described in Section 101(k) of ERISA that Holdings, the Borrower, or Event any of Defaultits Subsidiaries request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that Holdings, the Borrower, or any of its Subsidiaries request with respect to any Multiemployer Plan;
(e) (i) any investigation or proposed investigation by the occurrenceUK Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to Holdings or any Subsidiary, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, (ii) copies of any ERISA Event and in Financial Support Direction or Contribution Notice received by Holdings or any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying Subsidiary from the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect theretoUK Pensions Regulator;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have development that has resulted in, or would could reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and ;
(g) of this Section 5.02 shall be accompanied by a statement any public announcement of a Responsible Officer setting forth details change in the rating of the Facilities, if any, by either ▇▇▇▇▇’▇, S&P or any successor rating agency;
(h) promptly after the assertion or occurrence referred thereof, notice of (i) any proceeding, action, suit, notice, investigation or claim against or of any noncompliance by Holdings or any of the Subsidiaries with any Environmental Law or Environmental Permit or (ii) any other Environmental Liability that, in either case, could reasonably be expected to therein and stating what action Borrower proposes to take have a Material Adverse Effect; and
(i) with respect theretoto the acquisition of any Hotel Real Property by Holdings or any Subsidiary after the Closing Date, such information (other than the acquisition price and any information subject to a non-disclosure agreement) regarding the acquisition and such Hotel Real Property as the Administrative Agent may reasonably request.
Appears in 1 contract
Litigation and Other Notices. Furnish to Lender the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):
(a) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Holdings or the Borrower knows obtains actual knowledge thereof:
(a) any Event of such ERISA EventDefault or Default, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes and extent thereof and the corrective action (if any) proposed to take with respect thereto and, when known, any action be taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(fb) at the request filing or commencement of, or any written threat or notice of Lender following the occurrence intention of any Event of Defaultperson to file or commence, a complete and accurate list any Regulatory Action or other action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of the names Subsidiaries as to which an adverse determination is reasonably probable and addresses which, if adversely determined, would reasonably be expected to have a material and adverse impact on the Borrower or any of each Subcontractor; andthe Subsidiaries;
(gc) any other developments development specific to Holdings, the Borrower or events that, individually or in any of the aggregate, have resulted inSubsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to result inhave, a Material Adverse Effect. Each notice pursuant ;
(d) the development or occurrence of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to clauses have a Material Adverse Effect;
(ae) (i) any Environmental Claim which has been commenced or (to the best of such Responsible Officer’s knowledge and belief) is threatened against Holdings, the Borrower or any of their respective subsidiaries or (gii) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against, or any cost, liability or obligation under or relating to any Environmental Laws of, Holdings, the Borrower or any of their respective subsidiaries, in each case, where such Environmental Claim or cost, liability or obligation would reasonably be expected to have a Material Adverse Effect;
(f) any breach of or default (after the lapse of any cure period or giving of notice, if so required) of this Section 5.02 shall be accompanied the DOJ Settlement by the Borrower or any of its Subsidiaries, including a statement breach of any provision of a Responsible Officer setting forth details of deferred prosecution agreement or any other agreement with a Governmental Authority resulting from the DOJ Investigation;
(i) any material development with the DOJ or any other Governmental Authority regarding the DOJ Investigation, or (ii) the occurrence referred of any Specified Outcome; or
(i) any written request by the OIG to therein and stating what enter into a corporate integrity agreement, or (ii) any civil monetary penalty, fine or other penalty or adverse action Borrower proposes threatened in writing or imposed by the OIG or any other Governmental Authority for matters related to take with respect theretothe DOJ investigation.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Meridian Bioscience Inc)
Litigation and Other Notices. Furnish to Lender the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within three Business Days Responsible Officer of the occurrence or obtaining Borrower obtains actual knowledge thereof)::
(a1) any continuing Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;
(2) the institution filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority or in arbitration, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, the Borrower or any property of Borrower (collectivelythe Restricted Subsidiaries, “Proceedings”) not previously disclosed in writing by Borrower as to Lender that which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in have a Material Adverse Effect, or which alleges (and as to which an adverse determination against the Borrower or any of the Restricted Subsidiaries is reasonably likely to result in) material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery violations of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims)Health Care Laws;
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d3) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregatetogether with all other ERISA Events that have occurred, have resulted in, or would reasonably be expected to result in, have a Material Adverse Effect. Each notice pursuant ;
(4) any material change in accounting policies or financial reporting practices by any Loan Party with respect to clauses (a) the Borrower’s Accounts and (g) of this Section 5.02 shall Inventory or which otherwise could reasonably be accompanied by a statement of a Responsible Officer setting forth details expected to affect the calculation of the occurrence referred 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, suspending, adversely modifying or revoking any Healthcare Permit that could reasonably be expected to therein 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 stating what action 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
(6) any seizure, detention, suspension or recall of, or any voluntary withdrawal or recall of, or any response or commitment to the FDA or any Governmental Authority to withdraw or recall, any product manufactured, marketed, developed, sold or distributed by or on behalf of the Borrower proposes and its Subsidiaries which could reasonably be expected to take with respect theretohave a Material Adverse Effect.
Appears in 1 contract
Sources: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in after any event, within three Business Days Responsible Officer of any of the occurrence or obtaining Loan Parties obtains actual knowledge thereof)::
(a) (i) any Event of Default or Default, (ii) any “Event of Default” or “Default” (or similar event or circumstance) under any Continental Wind Financing Document and (iii) any material breach or default under a Major Revenue Contract which breach or default permits or would permit (with the institution passage of time and/or giving of notice or otherwise) the termination of such Major Revenue Contract by any party thereto, in each case specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority or in arbitration, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, any Loan Party or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that their respective Subsidiaries which would reasonably be expected to result in have a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution occurrence of any special or other assessments an event requiring a mandatory prepayment of the Loans hereunder (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessmentswith Excess Cash Flow);
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after specific to any Responsible Officer of Borrower knows of such ERISA Eventthe Loan Parties, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor their respective Subsidiaries or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted inProjects that has had, or would reasonably be expected to result inhave, a Material Adverse Effect. Each notice pursuant to ;
(e) if at any time any of the events listed in clauses (ai) and through (gxi) of this Section 5.02 7.1(l) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall be accompanied state that it is an “ERISA Notice” for purposes of the Loan Documents; and
(f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any of the following, a statement of a Responsible Officer written notice setting forth details of the occurrence referred to therein nature thereof and stating what action Borrower the action, if any, that such Loan Party proposes to take with respect thereto:
(i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Company Entity of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or
(iii) any event, transaction or condition that could result in the incurrence of any liability by any Company Entity pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Company Entity pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):
(a) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrowerany Company, or any property of Borrower any Company (collectively, “Proceedings”) not previously disclosed in writing by the Borrower to Lender the Administrative Agent that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower the Loan Parties to enable Lender the Administrative Agent and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender the Loan Parties or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower any Company pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real EstateProperty, or any contemplated improvements to such Real Estate Property that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower a Loan Party obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower the affected Loan Party or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect; and
(g) if reasonably practicable, at least two (2) Business Days prior to the date when the Borrower intends to file or distribute any such pleading, motion or other document (and, if not reasonably practicable, as soon as reasonably practicable), copies of all pleading, motions, applications, judicial information, financial information and other documents to be filed by or on behalf of Borrower or any Guarantor with the Bankruptcy Court in the Cases or to be distributed by or on behalf of Borrower or any Guarantor to any official committee appointed in the Cases. Each notice pursuant to clauses (a), (d) and (gf) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower the relevant Loan Party proposes to take with respect thereto.
Appears in 1 contract
Sources: Debt Agreement (Revel AC, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent, the Bondholder Designee and each Lender or Holder (including VPC, but only until the VPC Loan Termination Date) prompt written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):following:
(a) any Event of Default or Default, specifying the institution nature and extent thereof and the corrective action (if 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 Person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, the Borrower or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender Affiliate thereof that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution occurrence of any special ERISA Event that, alone or together with any other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real EstateERISA Events that have occurred, or any contemplated improvements could reasonably be expected to such Real Estate that would reasonably result in such special or other assessmentsliability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate development that has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted in, or would could reasonably be expected to result in, a Material Adverse Effect. Each ;
(e) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇, or any notice pursuant from either such agency indicating its intent to clauses effect such a change or to place the Borrower 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;
(af) 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 Program 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 Bondholder Designee, the Lenders and the Holders (including VPC, but only until the VPC Loan Termination Date) and their counsel to evaluate such matters; and
(g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details any material changes to the Program or any of the occurrence referred to therein and stating what action Borrower proposes to take with respect theretoProgram Guidelines.
Appears in 1 contract
Sources: Revolving Credit Agreement (Community Choice Financial Inc.)
Litigation and Other Notices. Furnish Holdings and the Borrowers will furnish to Lender Agent prompt written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):following:
(a) (i) the institution occurrence of any Default or Event of Default (including as a result of the occurrence of any “default” or “event of default” (however denominated) under the Term Loan Agreement or any other definitive documentation for the Term Loan Facility (it being understood that, for purposes of this clause (i), any Event of Default that refers to an opinion of the Required Lenders shall be deemed to instead refer to an opinion of Holdings and the Company, acting reasonably) or (ii) Holdings or any Subsidiary receiving from (A)any lender or agent under the Term Loan Agreement, or any other definitive documentation for the Term Loan Facility, any notice alleging that a “default” or “event of default” has occurred thereunder, (B) the Crack Spread Hedging Counterparty, any notice alleging that a “default”, “event of default” or “termination event” has occurred under the Crack Spread Hedging Agreement or (C) Valero Marketing, or any Affiliate thereof, any notice alleging a default in the performance, observance or fulfillment of any material obligation of the Company under the Offtake Agreement;
(b) (i) the filing or commencement of, or Holdings or any Subsidiary obtaining any knowledge, including of any threat or notice of intention of any Person to file or commence, any action, suitsuit or proceeding, proceeding including any Intellectual Property Claim, whether at law or in equity or by or before any Governmental Authority, against Holdings or any Subsidiary or other Affiliate thereof, (whether administrativeii) any pending or threatened labor dispute, judicial strike or otherwise), governmental investigation or arbitration against or affecting Borrowerwalkout, or the expiration of any property material labor contract, or (iii) any default under or termination of Borrower (collectivelya Material Contract, “Proceedings”) not previously disclosed in writing by Borrower to Lender each case, that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special Company or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estatethe Seller, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessmentsof their respective Affiliates, having made any claim for indemnification under the Stock Purchase Agreement;
(d) (i) any Casualty with respect to any material portion of the occurrence ▇▇▇▇▇ Springs Refinery that would cost $10,000,000 or more to repair or replace, or (ii) any Condemnation with respect to any portion of any Default or Event of Defaultthe ▇▇▇▇▇ Springs Refinery;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, occurrence of any ERISA Event and that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect theretoMaterial Adverse Effect;
(f) at the request of Lender following the occurrence Holdings or any Subsidiary or other Affiliate thereof becoming subject to, or receiving notice of any Event of Defaultclaim with respect to, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events thatEnvironmental Liability that could reasonably be expected, individually or in the aggregate, have to result in a Material Adverse Effect;
(i) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants; or (ii) any acquisition or creation of a new office or place of business, at least 30 days prior to such opening or such shorter period as the Agent may agree;
(h) any purchase of Petroleum Product from a Person who may be the beneficiary of a First Purchaser Lien or may belong to the class of Persons intended to be protected by a statute or other law providing for a First Purchaser Lien, at least five (5) Business Days before the initial purchase from such Person; and
(i) any other event, condition or development that has resulted in, or would could reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of delivered under this Section 5.02 shall be accompanied by a statement of a Responsible Senior Officer of each of Holdings and the Company (i) in the case of any notice under clause (d) of this Section, setting forth a description of (A) the Casualty with respect to which it is given and their good faith estimate of the cost to repair or replace the assets affected by such Casualty or (B) the Condemnation with respect to which it is given and the book value, and their good faith estimate of the fair market value, of the property subject to such Condemnation and (ii) in the case of any other notice, setting forth the details of the occurrence referred event, condition or development requiring such notice and any action taken or proposed to therein and stating what action Borrower proposes to take be taken with respect thereto.
Appears in 1 contract
Sources: Loan and Security Agreement (Alon USA Energy, Inc.)
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in after any event, within three Business Days Responsible Officer of any of the occurrence or obtaining Loan Parties obtains actual knowledge thereof)::
(a) (i) any Event of Default or Default, (ii) any “Event of Default” or “Default” (or similar event or circumstance) under any Project Level Financing Document and (iii) any material breach or default under a Major Revenue Contract which breach or default permits or would permit (with the institution passage of time and/or giving of notice or otherwise) the termination of such Major Revenue Contract by any party thereto, in each case specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority or in arbitration, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, any Loan Party or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that their respective Subsidiaries which would reasonably be expected to result in have a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution occurrence of any special or other assessments an event requiring a mandatory prepayment of the Loans hereunder (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessmentswith Excess Cash Flow);
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after specific to any Responsible Officer of Borrower knows of such ERISA Eventthe Loan Parties, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor their respective Subsidiaries or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted inProjects that has had, or would reasonably be expected to result inhave, a Material Adverse Effect. Each notice pursuant to ;
(e) if at any time any of the events listed in clauses (ai) and through (gxi) of this Section 5.02 7.1(k) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall be accompanied state that it is an “ERISA Notice” for purposes of the Loan Documents;
(f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any of the following, a statement of a Responsible Officer written notice setting forth details of the occurrence referred to therein nature thereof and stating what action Borrower the action, if any, that such Loan Party proposes to take with respect thereto:
(i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Company Entity of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or
(iii) any event (including an ERISA Event), transaction or condition that could result in the incurrence of any liability by any Company Entity pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Company Entity pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and
(g) the occurrence of (A) an “Event of Default” (as defined in the Credit Support Reimbursement Agreement), (B) the issuance of “Additional Credit Support” or extension of any existing “Credit Support” (each as defined in the Credit Support Reimbursement Agreement) pursuant to section 2.1 of the Credit Support Reimbursement Agreement or (C) any other material event or notification under the Credit Support Reimbursement Agreement.
Appears in 1 contract
Litigation and Other Notices. Furnish Holdings and the Borrowers will furnish to Lender Agent prompt written notice of the following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):following:
(a) (i) the institution occurrence of any Default or Event of Default (including as a result of the occurrence of any “default” or “event of default” (however denominated) under the Permitted Note Facility or any other definitive documentation for the Notes (it being understood that, for purposes of this clause (i), any Event of Default that refers to an opinion of the Required Lenders shall be deemed to instead refer to an opinion of Holdings and the Company, acting reasonably) or (ii) Holdings or any Subsidiary receiving from (A) any noteholder, trustee or agent under the Permitted Note Facility, or any other definitive documentation for the Notes, any notice alleging that a “default” or “event of default” has occurred thereunder, (B) any Crack Spread Hedging Counterparty, any notice alleging that a “default”, “event of default” or “termination event” has occurred under the Crack Spread Hedging Agreement or the Crack Spread Hedging Documents or (C) Valero Marketing, or any Affiliate thereof, any notice alleging a default in the performance, observance or fulfillment of any material obligation of the Company under the Offtake Agreement;
(b) (i) the filing or commencement of, or Holdings or any Subsidiary obtaining any knowledge, including of any threat or notice of intention of any Person to file or commence, any action, suitsuit or proceeding, proceeding including any Intellectual Property Claim, whether at law or in equity or by or before any Governmental Authority, against Holdings or any Subsidiary or other Affiliate thereof, (whether administrativeii) any pending or threatened labor dispute, judicial strike or otherwise), governmental investigation or arbitration against or affecting Borrowerwalkout, or the expiration of any property material labor contract, or (iii) any default under or termination of Borrower (collectivelya Material Contract, “Proceedings”) not previously disclosed in writing by Borrower to Lender each case, that would could reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special Company or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estatethe Seller, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessmentsof their respective Affiliates, having made any claim for indemnification under the Stock Purchase Agreement;
(d) (i) any Casualty with respect to any material portion of the occurrence ▇▇▇▇▇ Springs Refinery that would cost $10,000,000 or more to repair or replace, or (ii) any Condemnation with respect to any portion of any Default or Event of Defaultthe ▇▇▇▇▇ Springs Refinery;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, occurrence of any ERISA Event and that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect theretoMaterial Adverse Effect;
(f) at the request of Lender following the occurrence Holdings or any Subsidiary or other Affiliate thereof becoming subject to, or receiving notice of any Event of Defaultclaim with respect to, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events thatEnvironmental Liability that could reasonably be expected, individually or in the aggregate, have to result in a Material Adverse Effect;
(i) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants; or (ii) any acquisition or creation of a new office or place of business, at least 30 days prior to such opening or such shorter period as the Agent may agree;
(h) any purchase of Petroleum Product from a Person who may be the beneficiary of a First Purchaser Lien or may belong to the class of Persons intended to be protected by a statute or other law providing for a First Purchaser Lien, at least five (5) Business Days before the initial purchase from such Person; and
(i) any other event, condition or development that has resulted in, or would could reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to clauses (a) and (g) of delivered under this Section 5.02 shall be accompanied by a statement of a Responsible Senior Officer of each of Holdings and the Company (i) in the case of any notice under clause (d) of this Section, setting forth a description of (A) the Casualty with respect to which it is given and their good faith estimate of the cost to repair or replace the assets affected by such Casualty or (B) the Condemnation with respect to which it is given and the book value, and their good faith estimate of the fair market value, of the property subject to such Condemnation and (ii) in the case of any other notice, setting forth the details of the occurrence referred event, condition or development requiring such notice and any action taken or proposed to therein and stating what action Borrower proposes to take be taken with respect thereto.
Appears in 1 contract
Sources: Loan and Security Agreement (Alon USA Energy, Inc.)
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in after any event, within three Business Days Responsible Officer of the occurrence or obtaining Borrower obtains actual knowledge thereof)::
(a) any Event of Default or Default, specifying the institution nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority or in arbitration, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, the Borrower or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower its subsidiaries as to Lender that which would reasonably be expected to result in have a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) any other development specific to the institution Borrower or any of any special or other assessments (other than ad valorem taxes) for its subsidiaries that is not a matter of general public improvements or otherwise affecting any Real Estateknowledge and that has had, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessmentsbe expected to have, a Material Adverse Effect;
(d) the occurrence of any Default or ERISA Event of Defaultthat, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect;
(e) the occurrence, any material change in accounting policies or financial reporting practices by any Loan Party or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature Subsidiaries thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto ; and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, (i) degradation in advance rates under a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or Qualified Securitization Financing which results in a change in the aggregate, have resulted in, or average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably be expected to result inin a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided, a Material Adverse Effect. Each notice pursuant further that any changes to clauses pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (aor such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) and (g) shall not constitute an amendment to the pricing of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect theretosuch Qualified Securitization Financing.
Appears in 1 contract
Litigation and Other Notices. Furnish to Lender the Administrative Agent written notice of the following promptly (and, in after any event, within three Business Days Responsible Officer of any of the occurrence or obtaining Loan Parties obtains actual knowledge thereof):
: (a) (i) any Event of Default or Default or (ii) any “Event of Default” (or similar event or circumstance) under any Project Level Financing Document, in each case specifying the institution nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suitsuit or proceeding, proceeding (whether administrativeat law or in equity or by or before any Governmental Authority or in arbitration, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, any Loan Party or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that their respective Subsidiaries which would reasonably be expected to result in have a Material Adverse Effect, or any material development in any such Proceeding, in each case together ; (c) the occurrence of an event requiring a mandatory prepayment of the Loans hereunder (other than with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters Excess Cash Flow); (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in d) any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments specific to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real EstateLoan Parties, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor their respective Subsidiaries or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and
(g) any other developments or events that, individually or in the aggregate, have resulted inProjects that has had, or would reasonably be expected to result inhave, a Material Adverse Effect. Each notice pursuant to ; (e) if at any time any of the events listed in clauses (ai) and through (gxi) of this Section 5.02 7.01(k) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall be accompanied state that it is an “ERISA Notice” for purposes of the Loan Documents; (f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any of the following, a statement of a Responsible Officer written notice setting forth details of the occurrence referred to therein nature thereof and stating what action Borrower the action, if any, that such Loan Party proposes to take with respect thereto.: (i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Loan Party of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or (iii) any event (including an ERISA Event), transaction or condition that could result in the incurrence of any liability by any Loan Party pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and
Appears in 1 contract