Litigation and Other Notices. Furnish to the Lender prompt written notice of the following: (a) any Default, specifying the 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, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) any development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time; (d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable; (e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice; (f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice; (g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or (h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement, Credit Agreement
Litigation and Other Notices. Furnish to the Lender prompt written notice of the following:following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):
(a) the institution of any Defaultaction, specifying the nature and extent thereof and the corrective action suit, proceeding (if any) taken whether administrative, judicial or proposed to be taken with respect thereto;
(b) the filing otherwise), governmental investigation or commencement ofarbitration against or affecting Borrower, or any threat or notice property of intention of any Person Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof Lender that could 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 development 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 could would reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have 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 the Lender prompt Administrative Agent written notice of the followingfollowing promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:
(a) 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;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Borrower or any Affiliate thereof that could of its subsidiaries as to which would reasonably be expected to result in have a Material Adverse Effect;
(c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has resulted inhad, or could would reasonably be expected to result inhave, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeEffect;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt occurrence of any notice from any Governmental Authority of the expiration without renewalERISA Event that, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance together with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiaryother ERISA Events that have occurred, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could would reasonably be expected to have a Material Adverse Effect;
(e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and
(f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the 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 expected to result in 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, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such 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 the Lender prompt Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the followingfollowing promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof:
(a) 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;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against Holdings, the Borrower or any Affiliate thereof that could of the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in have a Material Adverse Effect;
(c) any other development specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has resulted inhad, or could would reasonably be expected to result inhave, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeEffect;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt occurrence of any notice from any Governmental Authority of the expiration without renewalERISA Event that, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance together with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiaryother ERISA Events, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could 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 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 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 execution and delivery of any material amendment, restatement, supplement or other modification to or waiver of any Second Lien Note Document.
Appears in 2 contracts
Sources: Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution Inc)
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the followingfollowing promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof:
(a) 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;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against Holdings, the Borrower or any Affiliate thereof that could of the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in have a Material Adverse Effect;
(c) any other development specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has resulted inhad, or could would reasonably be expected to result inhave, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeEffect;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt occurrence of any notice from any Governmental Authority of the expiration without renewalERISA Event that, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance together with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiaryother ERISA Events, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could 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 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 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 execution and delivery of any material amendment, restatement, supplement or other modification to or waiver of any Second Lien Note Document or any 2010 Second Lien Note Document.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Quality Distribution Inc)
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent written notice of the following:following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):
(a) the institution of any Defaultaction, specifying the nature and extent thereof and the corrective action suit, proceeding (if any) taken whether administrative, judicial or proposed to be taken with respect thereto;
(b) the filing otherwise), governmental investigation or commencement ofarbitration against or affecting any Company, or any threat or notice of intention property of any Person Company (collectively, “Proceedings”) not previously disclosed in writing by Borrower to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof Administrative Agent that could 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 the Loan Parties to enable 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 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 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 development 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 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 a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions 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 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 could would reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have 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 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 each Agent, the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly upon a Responsible Officer of the Borrower or any Subsidiary obtaining knowledge thereof:
(a) 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;
(b) the filing or commencement of, or any threat notice to SSCC, the Borrower or notice any Subsidiary of the intention of any Person to file or commence, any action, suit or proceeding, proceeding (whether at law or in equity or by or before any Governmental AuthorityAuthority or any arbitrator) against SSCC, against the Borrower or any Affiliate thereof that that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) any development that has resulted in, or could reasonably be expected anticipated to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeEffect;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt occurrence of any notice from any Governmental Authority of the expiration without renewalERISA Event that, revocationalone or together with other ERISA Events, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have result in increased liability of the Borrower, 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 the following:
(i) the Plans’ and Multiemployer Plans’ funded status as of the most recent valuation or other statement of financial condition prior to the Closing Date; or
(ii) withdrawal liability with respect to a Material Adverse EffectMultiemployer Plan as of the 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 under 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 For as long as any Note remains outstanding, the Company shall promptly, to the Lender prompt written extent not prohibited by law, give each Purchaser notice of the followingin writing of:
(a) within three Trading Days following the knowledge by the Company thereof, any DefaultAction before or by any court, specifying arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) affecting the nature and extent thereof and the corrective action 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 investigation by a governmental or administrative agency or regulatory authority (if any) taken federal, state county, local or proposed to be taken with respect theretoforeign);
(b) within three Trading Days following the filing or commencement of, or any threat or notice of intention of any Person to file or commenceoccurrence thereof, any action, suit Default or proceeding, whether at law Event of Default or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) any development event that has resulted in, had or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect;
(c) upon the consummation of any acquisition or investment by the Company or any 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 Stations and (iv) the termination date, if any, of each such network 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 Company or any of its Subsidiaries to the public concerning material developments in the business of the Company or any of its Subsidiaries, (ii) any material non-routine correspondence or official notices received by the Company, or any of 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 Company or any of its Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Company and any of its Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to 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. Any such information provided to any Purchaser shall comply with the requirements of Section 4.6 above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Madison Technologies Inc.), Securities Purchase Agreement (Madison Technologies Inc.)
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent written notice of the followingfollowing promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:
(a) 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;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Borrower or any Affiliate thereof that could of its subsidiaries as to which would reasonably be expected to result in have a Material Adverse Effect;
(c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has resulted inhad, or could would reasonably be expected to result inhave, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeEffect;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt occurrence of any notice from any Governmental Authority of the expiration without renewalERISA Event that, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance together with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiaryother ERISA Events that have occurred, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could would reasonably be expected to have a Material Adverse Effect;
(e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and
(f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the 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 expected to result in 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, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financing.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent written notice of the followingfollowing promptly (and, in any event, within 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 Borrower obtaining actual knowledge thereof:
(a) any DefaultDefault or Event of Default (provided that (i) no such notice shall be required if cured within 30 days or within the applicable cure period and (ii) any delivery of a notice of Default shall automatically cure any Default or Event 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) the filing any litigation or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, governmental proceeding pending against the Borrower or any Affiliate thereof of its Subsidiaries that could reasonably be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect;
(c) any development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt occurrence of any notice from any Governmental Authority of the expiration without renewalERISA Event that could, revocation, suspension when taken either alone or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance together with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiaryother ERISA Events, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect;
(d) any audit, compliance review, accreditation report or other 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 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 Educational Law; and
(f) copies of any amendment, amendment and restatement, consent, waiver, supplement or other modification to or of the Revolver Credit Agreement or any other Revolver Credit Document or any Junior Secured Indebtedness subject to an Intercreditor Agreement or any Subordinated Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (2U, Inc.)
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent written notice of the followingfollowing promptly after any Responsible Officer of any of the 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 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) taken or 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, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Borrower any Loan Party or any Affiliate thereof that could of their respective Subsidiaries which would reasonably be expected to result in have a Material Adverse Effect;
(c) any development that has resulted in, or could reasonably be expected to result in, the occurrence of an event requiring a mandatory prepayment of the Loans hereunder (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeother than with Excess Cash Flow);
(d) any change in event specific to any of the Borrower’s corporate rating by Moody’s Loan Parties, their respective Subsidiaries or S&Pthe Projects that has had, or any change in any Insurance Subsidiary’s rating by A.M. Bestwould reasonably be expected to have, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicableMaterial Adverse Effect;
(e) the receipt of if at any notice from time any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business events listed in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that clauses (i) occurs pursuant through (xi) of Section 7.1(k) is reasonably likely to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall 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 written notice setting forth the nature thereof and 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 to the Lender Administrative Agent prompt written notice of the followingfollowing upon any Loan Party’s knowledge thereof:
(a) the 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, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;; [***] = 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 occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Holdings, the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) any development or event that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicableEffect;
(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 receipt Loan Documents) of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material orderHoldings, the taking of any material action Borrower or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) their respective Subsidiaries that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could 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 any other clause of this Section 5.05 (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 $1,000,000.
Appears in 1 contract
Sources: Credit Agreement (Blackline, Inc.)
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent (for each Lender) written notice of the following:following promptly (and, in any event, within five Business Days of Borrower obtaining knowledge thereof):
(a) any Default, specifying the 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 person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrower any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document;
(c) any development that has resulted in, or could reasonably be expected to result in, (i) in a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeEffect;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such occurrence of a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicablematerial Casualty Event;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings investigation or proceeding against such person to revoke, suspend terminate (or restrict, that may result in the termination of) the contract of any material Insurance License now of the HMO Subsidiaries to be a Medicare Advantage Program contractor or hereafter held by state Medicaid Program contractor or its status under any Insurance Subsidiary Medical Reimbursement Program or any investigation or proceeding that is required to conduct insurance business may result in compliance with all applicable laws and regulations and provide a copy of such noticean Exclusion Event;
(f) the of its receipt of any notice from of intent to exclude, any Governmental Authority notice of proposal to exclude issued by the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide OIG (together with a copy of any such notice);
(g) any material judicial or administrative order limiting or controlling the insurance business of its receipt of any Insurance 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 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 (and not the insurance industry generally) that has been issued or adopted; orin each case together with a copy of any such notice);
(h) the of its receipt by any Material Insurance Subsidiary of any notice correspondence from an HMO Regulator asserting that the Borrower or any of termination, cancellation (which cancellation notice its Subsidiaries is not accompanied by 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 corresponding request for renewalcopy of such correspondence), commutation or recapture of any Reinsurance Agreement that ;
(i) occurs pursuant the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral; and
(j) any HMO Subsidiary operating in a state that has adopted the NAIC definition of Company Action Level, such HMO Subsidiary failing to a special termination maintain its capital reserve requirements at or similar clause or is otherwise outside above the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse EffectCompany Action Level.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the followingfollowing promptly after any Responsible Officer of the 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) taken or proposed to be taken with respect thereto;
(b2) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Borrower or any Affiliate thereof that could of the Restricted Subsidiaries, as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or which alleges (and as to which an adverse determination against the Borrower or any of the Restricted Subsidiaries is reasonably likely to result in in) material violations of Health Care Laws;
(3) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect;
(c4) any development that has resulted in, material change in accounting policies or financial reporting practices by any Loan Party with respect to the Borrower’s Accounts and Inventory or which otherwise could reasonably be expected to result in, affect the calculation of the Borrowing Base or Reserves;
(5) the Borrower’s receipt of any: (i) written notice from the FDA or other Governmental Authority that it is limiting, suspending, adversely modifying or revoking any Healthcare Permit that could reasonably be expected to have a Material Adverse Effect or Effect; (ii) a failure to satisfy written warning letter from the covenant set forth in Section 6.12 at FDA; or (iii) other written notice from the FDA or other Governmental Authority that any time;product manufactured, marketed, developed, sold or distributed by or on behalf of the Borrower and its Restricted Subsidiaries is subject to, or proceedings have been commenced seeking, the material seizure, withdrawal, recall, suspension or detention by the FDA or other Governmental Authority; and
(d6) any change in the Borrower’s corporate rating by Moody’s seizure, detention, suspension or S&Precall of, or any change in any Insurance Subsidiary’s rating by A.M. Bestvoluntary withdrawal or recall of, or any notice from any such agency indicating its intent response or commitment to effect such a change the FDA or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority to withdraw or recall, any product manufactured, marketed, developed, sold or distributed by or on behalf of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws Borrower and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (its Subsidiaries which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent written notice of the followingfollowing promptly after any Responsible Officer of any of the 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 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) taken or 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, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Borrower any Loan Party or any Affiliate thereof that could of their respective Subsidiaries which would reasonably be expected to result in have a Material Adverse Effect;
(c) any development that has resulted in, or could reasonably be expected to result in, the occurrence of an event requiring a mandatory prepayment of the Loans hereunder (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeother than with Excess Cash Flow);
(d) any change in event specific to any of the Borrower’s corporate rating by Moody’s Loan Parties, their respective Subsidiaries or S&Pthe Projects that has had, or any change in any Insurance Subsidiary’s rating by A.M. Bestwould reasonably be expected to have, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicableMaterial Adverse Effect;
(e) if at any time any of the receipt events listed in clauses (i) through (xi) of Section 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 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 notice from any Governmental Authority of the expiration without renewalfollowing, revocationa written notice setting forth the nature thereof and the action, suspension 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 restriction the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the institution appointment of any proceedings a trustee to revoke, suspend or restrictadminister, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance SubsidiaryPlan, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause receipt by any Governmental Authority and provide Company Entity of a copy of notice from a Multiemployer Plan that such notice;
(g) any material judicial events have, or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adoptedare reasonably expected to, taken place; or
(hiii) any event, transaction or condition that could result in the receipt incurrence of any liability by any Material Insurance Subsidiary 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 notice Lien on any of terminationthe rights, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation properties or recapture assets of any Reinsurance Agreement that (i) occurs Company Entity pursuant to a special termination Title I or similar clause IV of ERISA or is otherwise outside the ordinary course of business such penalty or (ii) could 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 the Lender prompt Administrative Agent written notice of the following:following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):
(a) the institution of any Defaultaction, specifying the nature and extent thereof and the corrective action suit, proceeding (if any) taken whether administrative, judicial or proposed to be taken with respect thereto;
(b) the filing otherwise), governmental investigation or commencement ofarbitration against or affecting any Company, or any threat or notice of intention property of any Person to file or commenceCompany (collectively, any action, suit or proceeding, whether at law or “Proceedings”) not previously disclosed in equity or writing by or before any Governmental Authority, against the Borrower or any Affiliate thereof to the Administrative Agent that could 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 the Loan Parties to enable 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 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 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 development special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Property, or any contemplated improvements to such Real 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 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 a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions 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) any other developments or events that, individually or in the aggregate, have resulted in, or could would reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;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 material 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 administrative order limiting on behalf of Borrower or controlling any Guarantor with the insurance business Bankruptcy Court in the Cases or to be distributed by or on behalf of Borrower or any Insurance Subsidiary Guarantor to any official committee appointed in the Cases. Each notice pursuant to clauses (a), (d) and not the insurance industry generally(f) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not this Section 5.02 shall be accompanied by a corresponding request for renewal), commutation or recapture statement of any Reinsurance Agreement that (i) occurs pursuant a Responsible Officer setting forth details of the occurrence referred to a special termination or similar clause or is otherwise outside therein and stating what action the ordinary course of business or (ii) could reasonably be expected relevant Loan Party proposes to have a Material Adverse Effecttake 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:
(a) 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;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) any development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeEffect;
(de) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiarythe Borrower’s corporate family rating by A.M. Best▇▇▇▇▇’▇, or any notice from any either such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such noticeBorrower;
(f) the receipt upon any officer of any notice from any Governmental Authority a Loan Party obtaining knowledge of the institution 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 disciplinary proceedings against or in respect aspect of any Insurance Subsidiary, the Program or the issuance of any material orderProgram 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 taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority Bondholder Designee, the Lenders and provide a copy of the Holders (including VPC, but only until the VPC Loan Termination Date) and their counsel to evaluate such notice;matters; and
(g) any material judicial changes to the Program or administrative order limiting or controlling any of the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse EffectProgram 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 the Lender Agent prompt written notice of the following:
(a) (i) the occurrence of any DefaultDefault 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, specifying for purposes of this clause (i), any Event of Default that refers to an opinion of the nature and extent thereof Required Lenders shall be deemed to instead refer to an opinion of Holdings and the corrective action Company, acting reasonably) or (if anyii) taken Holdings or proposed to be taken with respect theretoany 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, suit or proceeding, including any Intellectual Property Claim, whether at law or in equity or by or before any Governmental Authority, against the Borrower Holdings or any Subsidiary or other Affiliate thereof thereof, (ii) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, or (iii) any default under or termination of a Material Contract, in each case, that could reasonably be expected to result in a Material Adverse Effect;
(c) the Company or the Seller, or any of 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 ▇▇▇▇▇ Springs Refinery that would cost $10,000,000 or more to repair or replace, or (ii) any Condemnation with respect to any portion of the ▇▇▇▇▇ Springs Refinery;
(e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(f) Holdings or any Subsidiary or other Affiliate thereof becoming subject to, or receiving notice of any claim with respect to, any Environmental Liability that could reasonably be expected, individually or in the aggregate, 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 could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a 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 event, condition or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Loan and Security Agreement (Alon USA Energy, Inc.)
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent (for each Lender) written notice of the followingfollowing promptly and in any event within five Business Days after Borrower obtains knowledge thereof:
(a) any Default, specifying the 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 person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrower any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document;
(c) any development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeEffect;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable[Reserved];
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings investigation or proceeding against such person to revoke, suspend terminate (or restrict, that could reasonably be expected to result in the termination of) the contract of any material Insurance License now of the HMO Subsidiaries to be a Medicare Advantage Program contractor or hereafter held by state Medicaid Program contractor or its status under any Insurance Subsidiary Medical Reimbursement Program or any investigation or proceeding that is required could reasonably be expected to conduct insurance business result in compliance with all applicable laws and regulations and provide a copy of such noticean Exclusion Event;
(f) the its receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action intent to exclude or any request for an extraordinary audit for cause notice of proposal to exclude issued by any Governmental Authority and provide the OIG (together with a copy of any such notice);
(g) any material judicial or administrative order limiting or controlling the insurance business its receipt of any Insurance 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 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 substantially as then conducted or the termination of any insurance or reimbursement program available to any HMO Subsidiary (and not the insurance industry generally) that has been issued or adopted; orin each case together with a copy of any such notice);
(h) the its receipt by any Material Insurance Subsidiary of any notice correspondence from an HMO Regulator asserting that Borrower or any of termination, cancellation (which cancellation notice its Subsidiaries is not accompanied by in compliance in all material respects with HMO Regulations or threatening action against Borrower or any of its Subsidiaries under the HMO Regulations (together with a corresponding request for renewalcopy of such correspondence), commutation or recapture of any Reinsurance Agreement that ;
(i) occurs pursuant the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral; and
(j) with respect to any HMO Subsidiary operating in a special termination state that has adopted the NAIC definition of Company Action Level, any failure of such HMO Subsidiary to maintain its capital reserve requirements at or similar clause or is otherwise outside above the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse EffectCompany Action Level.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Lender prompt 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:
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (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 person to file or commence, any investigation, action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower Parent or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) within 5 Business Days thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(d) not later than 5 Business Days after receipt of official written notice, any development that has resulted in, or could reasonably be expected to result in, (i) 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 or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicableEffect;
(e) the not later than 5 Business Days after receipt of any notice from any Governmental Authority of the expiration without renewalofficial written notice, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution commencement of any material disciplinary proceedings against audit of the Parent or in respect any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any Insurance proceeding or other action against the Parent or any Subsidiary, or the issuance of any material orderin each case, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have result in a Material Adverse Effectsuspension, 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 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 its Subsidiaries, taken as a whole.
Appears in 1 contract
Litigation and Other Notices. Furnish Promptly upon a Responsible Officer obtaining knowledge of the occurrence of any of the following events, Holdings will furnish to the Administrative Agent and the Collateral Agent for further distribution to each Issuing Bank and each Lender prompt written notice of the followingor copies, as applicable, of:
(a) 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;
(b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, against the Borrower Holdings or any Affiliate thereof Subsidiary that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, has resulted in liability to one or more of Holdings and the Subsidiaries in an aggregate amount exceeding U.S.$15,000,000;
(d) if requested by the Administrative Agent, promptly following any receipt by a Loan Party of such documents pursuant to its request, copies of (i) any documents described in Section 101(k) of ERISA that Holdings, the Borrower, or any of its 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 UK Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to Holdings or any Subsidiary, or (ii) copies of any Financial Support Direction or Contribution Notice received by Holdings or any Subsidiary from the UK Pensions Regulator;
(f) any development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such noticeEffect;
(g) any material judicial public announcement of a change in the rating of the Facilities, if any, by either ▇▇▇▇▇’▇, S&P or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; orsuccessor rating agency;
(h) promptly after the receipt by any Material Insurance Subsidiary of any assertion or occurrence thereof, notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination any proceeding, action, suit, notice, investigation or similar clause claim against or is otherwise outside of any noncompliance by Holdings or any of the ordinary course of business Subsidiaries with any Environmental Law or Environmental Permit or (ii) any other Environmental Liability that, in either case, could reasonably be expected to have a Material Adverse Effect; and
(i) with respect to 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 the Lender prompt Administrative Agent written notice of the followingfollowing promptly after any Responsible Officer of the Borrower or any Relevant Subsidiary obtains actual knowledge thereof:
(a) 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;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Borrower or any Affiliate thereof that of its Relevant Subsidiaries as to which an adverse determination could reasonably be expected to result in have a Material Adverse Effect;
(c) any other development specific to the Borrower or any of its Relevant Subsidiaries that is not a matter of general public knowledge and that has resulted inhad, or could reasonably be expected to result inhave, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any timeEffect;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt occurrence of any notice from any Governmental Authority of the expiration without renewalERISA Event that, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance together with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiaryother ERISA Events that have occurred, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect;
(e) upon reasonable written Lender request, any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification;
(f) promptly, but in any event within five (5) Business Days after receipt thereof by any Loan Party, a copy of any form of notice, summons, citation, proceeding or order received from any State Pipeline and Injection/Disposal Well Regulatory Agency or any other Governmental Authority asserting jurisdiction over any material portion of the 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 the anticipated date of closing 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
(h) to the extent not included in any public filings required to be filed with the SEC, promptly after the filing thereof, copies of all tax returns filed by any Loan Party.
Appears in 1 contract
Litigation and Other Notices. (a) Furnish to the Administrative Agent, each Issuing Bank and each Lender prompt written notice of the following:
(ai) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof (if such Event of Default or 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;
(bii) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof Subsidiary or Joint Venture that could reasonably be expected to result in a Material Adverse Effect;; and
(ciii) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; provided, with respect to paragraphs (i) a Material Adverse Effect or through (iii) above, the Borrower shall be deemed to have provided notice to the extent such event warranting notice under paragraphs (i), (ii) a failure to satisfy or (iii) has been expressly disclosed in the covenant set forth in Section 6.12 at any time;Borrower’s Exchange Act Filings.
(db) Furnish to the Administrative Agent, each Issuing Bank and each Lender prompt written notice of any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiarythe Borrower’s corporate family rating by A.M. Best▇▇▇▇▇’▇, or any notice from any either such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse EffectBorrower.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Lender prompt 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:
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto;
(b) not later than five (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 person to file or commence, any investigation, action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower Parent or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) within five (5) Business Days thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(d) not later than five (5) Business Days after receipt of official written notice, any development that has resulted in, or could reasonably be expected to result in, (i) 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 or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicableEffect;
(e) the not later than five (5) Business Days after receipt of any notice from any Governmental Authority of the expiration without renewalofficial written notice, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution commencement of any material disciplinary proceedings against audit of the Parent or in respect any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any Insurance proceeding or other action against the Parent or any Subsidiary, or the issuance of any material orderin each case, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have result in a Material Adverse Effectsuspension, 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, in each case 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 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 its Subsidiaries, taken as a whole.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent written notice of the following:
following promptly after any Responsible Officer of any of the 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 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 threat or written notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Borrower any Loan Party or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) any development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (their respective Subsidiaries which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could would reasonably be expected to have a Material Adverse Effect.; (c) the occurrence of an event requiring a mandatory prepayment of the Loans hereunder (other than with Excess Cash Flow); (d) any event specific to any of the Loan Parties, their respective Subsidiaries or the Projects that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) if at any time any of the events listed in clauses (i) through (xi) of Section 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 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 written notice setting forth the nature thereof and 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
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the followingfollowing promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof:
(a) 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;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any Regulatory Action or other action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against Holdings, the Borrower or any Affiliate thereof that could of the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in have a material and adverse impact on the Borrower or any of the Subsidiaries;
(c) any other development specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect;
(c) any development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s development or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt occurrence of any notice from any Governmental Authority of the expiration without renewalERISA Event that, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance together with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against other ERISA Events that have developed or in respect of any Insurance Subsidiaryoccurred, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could would reasonably be expected to have a Material Adverse Effect;
(e) (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;
(i) any material development with the DOJ or any other Governmental Authority regarding the DOJ Investigation, or (ii) the occurrence of any Specified Outcome; or
(i) any written request by the OIG to enter into a corporate integrity agreement, or (ii) any civil monetary penalty, fine or other penalty or adverse action threatened in writing or imposed by the OIG or any other Governmental Authority for matters related to the DOJ investigation.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Meridian Bioscience Inc)
Litigation and Other Notices. Furnish Holdings and the Borrower will furnish to the Lender Administrative Agent prompt written notice of the following:
(a) (i) the occurrence of any Default or Event of Default, specifying including as a result of the nature and extent thereof 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 corrective action Borrower, acting reasonably); or (if anyii) taken Holdings or proposed to be taken with respect theretoany 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 person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower Holdings or any Subsidiary or other Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the Borrower or the Seller, or any of 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 ▇▇▇▇▇ 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 the ▇▇▇▇▇ Springs Refinery;
(e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(f) Holdings or any Subsidiary or other Affiliate thereof becoming subject to, or receiving notice of any claim with respect to, any Environmental Liability that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and
(g) any other event, condition or development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 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 event, condition or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Litigation and Other Notices. Furnish Holdings and the Borrowers will furnish to the Lender Agent prompt written notice of the following:
(a) (i) the occurrence of any DefaultDefault 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, specifying for purposes of this clause (i), any Event of Default that refers to an opinion of the nature and extent thereof Required Lenders shall be deemed to instead refer to an opinion of Holdings and the corrective action Company, acting reasonably) or (if anyii) taken Holdings or proposed to be taken with respect theretoany 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, suit or proceeding, including any Intellectual Property Claim, whether at law or in equity or by or before any Governmental Authority, against the Borrower Holdings or any Subsidiary or other Affiliate thereof thereof, (ii) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, or (iii) any default under or termination of a Material Contract, in each case, that could reasonably be expected to result in a Material Adverse Effect;
(c) the Company or the Seller, or any of 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 ▇▇▇▇▇ Springs Refinery that would cost $10,000,000 or more to repair or replace, or (ii) any Condemnation with respect to any portion of the ▇▇▇▇▇ Springs Refinery;
(e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(f) Holdings or any Subsidiary or other Affiliate thereof becoming subject to, or receiving notice of any claim with respect to, any Environmental Liability that could reasonably be expected, individually or in the aggregate, 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 could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a 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 event, condition or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Loan and Security Agreement (Alon USA Energy, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (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 person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto;
(d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with copies of each such letter;
(f) the receipt by the Borrower or any of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the ESOT, which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, together with copies of each such notice and copies of all subsequent correspondence relating thereto;
(g) the occurrence of any amendment to any of the ESOP Plan Documents;
(h) the Borrower’s knowledge that at any time on or after the Closing Date the Borrower is not taxable as a Subchapter S corporation as such term is defined in Section 1361 of the Code or that the ESOT is subject to tax imposed under the Code with respect to any item of income or loss of the Borrower or any Subsidiary of the Borrower; and
(i) any development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect. For purposes of this Section 5.05, the Borrower and the Subsidiaries shall be deemed to know all facts known by the administrator of any Plan of which the Borrower or any Subsidiary is the plan sponsor.
Appears in 1 contract
Sources: Bridge Loan Agreement (Alion Science & Technology Corp)
Litigation and Other Notices. Furnish to the Lender prompt Administrative Agent written notice of the following:following promptly (and, in any event, within three Business Days of the occurrence or obtaining knowledge thereof):
(a) the institution of any Defaultaction, specifying the nature and extent thereof and the corrective action suit, proceeding (if any) taken whether administrative, judicial or proposed to be taken with respect thereto;
(b) the filing otherwise), governmental investigation or commencement ofarbitration against or affecting any Company, or any threat or notice of intention property of any Person Company (collectively, “Proceedings”) not previously disclosed in writing by Borrower to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof Administrative Agent that could 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 the Loan Parties to enable 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 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 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 development 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 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 a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions 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; and
(f) any other developments or events that, individually or in the aggregate, have resulted in, or could would reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to clauses (a) and (f) 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 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 the Lender prompt Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the followingfollowing promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof:
(a) 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;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any Regulatory Action or other action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against Holdings, the Borrower or any Affiliate thereof that could of the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in have a material and adverse impact on the Borrower or any of the Subsidiaries;
(c) any other development specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect;
(c) any development that has resulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time;
(d) any change in the Borrower’s corporate rating by Moody’s development or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the receipt occurrence of any notice from any Governmental Authority of the expiration without renewalERISA Event that, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance together with all applicable laws and regulations and provide a copy of such notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against other ERISA Events that have developed or in respect of any Insurance Subsidiaryoccurred, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could would reasonably be expected to have a Material Adverse Effect;
(e) (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) (A) any material development with the DOJ or any other Governmental Authority regarding the DOJ Investigation, or (B) the occurrence of any Specified Outcome; or
(A) any written request by the OIG to enter into a corporate integrity agreement, or (B) any civil monetary penalty, fine or other penalty or adverse action threatened in writing or imposed by the OIG or any other Governmental Authority for matters related to the DOJ investigation.
Appears in 1 contract
Sources: Revolving Credit Facility (Meridian Bioscience Inc)