Common use of Material Occurrences Clause in Contracts

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereof, notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the EICF/CION Term Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the EICF/CION Term Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports provided to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (e) any funding deficiency which, if not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or result in any representation made in Section 5.8 to be untrue; (f) each and every default by any Loan Party which might result in the acceleration of the maturity of any Indebtedness in excess of $500,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (g) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification; in each case as to clauses (a) through (h) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereof, notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the EICF/CION Term Loan Documents or the Wynnefield ​ ​ Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the EICF/CION Term Loan Documents or the Wynnefield Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports provided to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (e) any funding deficiency which, if not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or result in any representation made in Section 5.8 to be untrue; (f) each and every default by any Loan Party which might result in the acceleration of the maturity of any Indebtedness in excess of $500,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (g) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification; in each case as to clauses (a) through (h) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereof, Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the EICF/CION Term UDAG Loan Documents or the Wisconsin Business Bank Loan Documents or the CDBG Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the EICF/CION Term UDAG Loan Documents or the Wisconsin Business Bank Loan Documents or the CDBG Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party Borrower as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or result in any representation made in Section 5.8 to be untrueCode; (f) each and every default by any Loan Party Borrower which might result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualificationEffect; in each case as to clauses (a) through (h) of this Section 9.5, describing the nature thereof and the action the Loan Parties Borrower propose to take with respect thereto.

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereof, notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the EICF/CION Term Loan Documents or the Wynnefield Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the EICF/CION Term Loan Documents or the Wynnefield Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports provided to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (e) any funding deficiency which, if not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or result in any representation made in Section 5.8 to be untrue; (f) each and every default by any Loan Party which might result in the acceleration of the maturity of any Indebtedness in excess of $500,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (g) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification; in each case as to clauses (a) through (h) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereof, Promptly notify Administrative Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the EICF/CION Term Loan DocumentsSenior Secured Notes Documentation or the Senior Unsecured Notes Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the EICF/CION Term Loan Documents; Senior Secured Notes Documentation or the Senior Unsecured Notes Documentation, (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Administrative Agent fail in any material respect to present fairly, in accordance with GAAP consistently appliedapplied by IMCO, the financial condition or operating results of any Loan Party IMCO and its Subsidiaries on a consolidated basis as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or result in any representation made in Section 5.8 to be untrueCode; (f) each and every default by any Loan Party or any Subsidiary of any Loan Party which might would reasonably be expected to result in the acceleration of the maturity of any Indebtedness in excess of $500,000for Borrowed Money, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, IMCO and its Subsidiaries taken as a whole which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualificationEffect; in each case as case, to clauses (a) through (h) of this Section 9.5the extent permitted by applicable law, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereofPromptly, and in any event within five (5) Business Days, notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the EICF/CION Term Intercompany Subordinated Loan Documents or the Holdings Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the EICF/CION Term Subordinated Loan Documents or the Holdings Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party Borrower or Guarantor as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party Borrower or any member of the Controlled Group Guarantor to a tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or result in any representation made in Section 5.8 to be untrue; (f) each and every default by any Loan Party which might result in the acceleration of the maturity of any Indebtedness in excess of $500,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such IndebtednessCode; (g) without limiting the requirements of Section 7.15, (x) any material amendment or change to any Organizational Document of any Borrower or Guarantor, and (y) any material amendment, waiver, supplement or other material modification of any Holdings Loan Document or Intercompany Subordinated Loan Document; and (h) any other development in the business or affairs of any Loan PartyBorrower or Guarantor, which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualificationEffect; in each case as to clauses (a) through (h) of this Section 9.5, describing the nature thereof and the action the Loan Parties Borrowers and Guarantors propose to take with respect thereto.

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereofPromptly, and with respect to clauses (g), (h) or (i) below, within five (5) Business Days, notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the EICF/CION Term Subordinated Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the EICF/CION Term Subordinated Loan DocumentsDocumentation; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party Borrower as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or result in any representation made in Section 5.8 to be untrueCode; (f) each and every default by any Loan Party Borrower which might result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (g) if any then existing Export Related Inventory no longer constitutes Eligible Export Related Finished Goods; (h) of any event or circumstance which to any Borrower’s knowledge would cause Agent to consider any then existing Export Related Accounts Receivable as no longer constituting an Eligible Export Related Accounts Receivable, as applicable, (i) and in any event within five (5) Business Days of any Borrower learning that any of the Items are articles, services, or related technical data that are listed on the United States Munitions List (part 121 of title 22 of the Code of Federal Regulations), (j) any Borrower, at any time, learning that the certification set forth in Section 5.29 was erroneous when made or has become erroneous by reason of changed circumstances and (k) any other development in the business or affairs of any Loan PartyBorrower, Holdings or any Guarantor, which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualificationEffect; in each case as to clauses (a) through (h) of this Section 9.5, describing the nature thereof and the action the Loan Parties Borrowers propose to take with respect thereto.

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereof, Promptly notify Agent Agents in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under any of the EICF/CION Term Loan DocumentsRecapitalization Documentation or Subordinated Note Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any of the EICF/CION Term Loan DocumentsRecapitalization Documentation or the Subordinated Note Documentation; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to the Administrative Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party the Borrower as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group Borrower to a material tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or could reasonably be expected to result in any representation made in Section 5.8 to be untruea Material Adverse Effect; (f) each and every default by any Loan Party the Borrower which might result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, the Borrower which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualificationEffect; in each case as to clauses (a) through (h) of this Section 9.5, describing the nature thereof and the action the Loan Parties Borrower propose to take with respect thereto.

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereof, Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the EICF/CION Junior Subordinated Debentures, the Axxess Subordinated Notes, Axxess Long Term Loan DocumentsSubordinated Note, SunSource Long Term Subordinated Guaranty or the SunSource Subordinated Guaranties; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the EICF/CION Junior Subordinated Debentures, the Axxess Subordinated Notes, Axxess Long Term Loan DocumentsSubordinated Note, SunSource Long Term Subordinated Guaranty or the SunSource Subordinated Guaranties; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Credit Party as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Credit Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or result in any representation made in Section 5.8 to be untrueCode; (f) each and every default by any Loan Credit Party which might result in the acceleration of the maturity of any Indebtedness in excess of $500,00050,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, Credit Party which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of on such Loan Credit Party’s business activities or the ownership of its properties necessitates qualification; in each case as to clauses (a) through (h) of this Section 9.5, describing the nature thereof and the action the Loan Credit Parties propose to take with respect thereto.

Material Occurrences. Immediately upon a Responsible Officer obtaining knowledge thereof, Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the EICF/CION Term Loan DocumentsSenior Secured Notes Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the EICF/CION Term Loan Documents; Senior Secured Notes Documentation, (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party IMCO and its Subsidiaries on a consolidated basis as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Internal Revenue Code in excess of $500,000 or result in any representation made in Section 5.8 to be untrueCode; (f) each and every default by any Loan Party Borrower or any Subsidiary of any Borrower which might would reasonably be expected to result in the acceleration of the maturity of any Indebtedness in excess of $500,000for Borrowed Money, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (ge) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect and (h) if any Loan Party is out of good standing in jurisdiction of organization and or is disqualified from conducting business in any jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualificationEffect; in each case as case, to clauses (a) through (h) of this Section 9.5the extent permitted by applicable law, describing the nature thereof and the action the Loan Parties Borrowers propose to take with respect thereto.