Notice of Material Events Sample Clauses
The Notice of Material Events clause requires a party to promptly inform the other party when significant events occur that could impact the agreement or the parties' obligations. Typically, this clause applies to events such as mergers, acquisitions, bankruptcy filings, or regulatory investigations, and it obligates the notifying party to provide timely written notice with sufficient detail. Its core function is to ensure transparency and allow the affected party to assess risks or take appropriate action in response to major developments.
POPULAR SAMPLE Copied 8 times
Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of:
(a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,
(b) the occurrence of any Default,
(c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,
(d) the occurrence of any Termination Event,
(e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000;
(f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenture, mortgage, deed of trust, security agreement, lease, and franchise, or other agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and
(g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.
Notice of Material Events. Promptly upon becoming aware thereof, notice of any other event or circumstances that, in the reasonable judgment of the Borrower, is likely to have a Material Adverse Effect; and
Notice of Material Events. Each COAF Company shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it:
(i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation, or rule-making or disciplinary proceeding by or against any COAF Company that (A) could be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably likely to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF Company;
(ii) any change in the location of any COAF Company’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, or any change in the location of any COAF Company’s books and records;
(iii) the occurrence of any Default, Insurance Agreement Event of Default, Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change;
(iv) the commencement of any proceedings by or against any COAF Company under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for any COAF Company or any of its assets; or
(v) the receipt of notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Company’s business is to be, or may be suspended or revoked, or (C) any COAF Company is to cease and desist any practice, procedure or policy employed by any COAF Company in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF Company.
Notice of Material Events. The Administrator shall be obligated promptly to inform the Note Insurer in writing of the occurrence of any of the following:
(i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Administrator that (A) could be required to be disclosed to the Securities and Exchange Commission or (B) could result in a Material Adverse Change with respect to the Administrator or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to the Administrator;
(ii) any change in the location of the Administrator’s principal offices or any change in the location of the Administrator’s books and records;
(iii) the occurrence of any Default or Event of Default or any Material Adverse Change in respect of the Administrator;
(iv) the commencement of any proceedings by or against the Administrator under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for the Administrator or any of its assets;
(v) the receipt of notice that (A) the Administrator is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Administrator’s business is to be, or may be suspended or revoked, or (C) the Administrator is to cease and desist any practice, procedure or policy employed by the Administrator in the conduct of its business, and such cessation may result in a Material Adverse Change with respect to the Administrator;
(vi) any failure to pay when due any indebtedness of the Administrator;
(vii) the issuance of any credit rating with respect to the Administrator by any nationally recognized rating agency or any downgrade or upgrade of any such credit rating; or
(viii) any change in ownership or control of the Administrator;
(ix) any other event, circumstance or condition that has resulted, or has a material probability of resulting, in a Material Adverse Change with respect to the Administrator.
Notice of Material Events. The Sub-Servicer shall be obligated promptly to inform the Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it:
(i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Sub-Servicer that (A) is required to be disclosed to the Commission or to the Sub-Servicer's shareholders or (B) is likely to result in a Material Adverse Change with respect to the Sub-Servicer, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to the Sub-Servicer;
(ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, if adversely determined, would have a material adverse effect on the Issuer, the Owners or the Insurer;
(iii) any change in the location of the Sub-Servicer's principal offices or any change in the location of the Sub-Servicer's books and records;
(iv) the occurrence of any Default or Event of Default or of any Material Adverse Change;
(v) the commencement of any proceedings by or against the Sub-Servicer under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for the Sub-Servicer or any of its assets; or
(vi) the receipt of notice that (A) the Sub-Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Sub-Servicer's business is to be, or may be, suspended or revoked, or (C) the Sub-Servicer is to cease and desist any practice, procedure or policy employed by the Sub-Servicer in the conduct of its business, and such cessation may result in a Material Adverse Change with respect to the Sub-Servicer.
Notice of Material Events. The Borrower shall promptly notify the Administrative Agent of any event or other circumstance that is reasonably likely to have a Material Adverse Effect.
Notice of Material Events. The Trust shall promptly inform Financial Security in writing of the occurrence of any of the following:
(i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation against the Trust involving potential damages or penalties in an uninsured amount in excess of $100,000 in any one instance or $500,000 in the aggregate;
(ii) any change in the location of Trust's principal office or any change in the location of the Trust's books and records;
(iii) the occurrence of any Default or Event of Default;
(iv) the commencement or threat of any rule making or disciplinary proceedings or any proceedings instituted by or against the Trust in any federal, state or local court or before any governmental body or agency, or before any arbitration board, or the promulgation of any proceeding or any proposed or final rule which, if adversely determined, would result in a Material Adverse Change with respect to the Trust;
(v) the commencement of any proceedings by or against the Trust under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for the Trust or any of its assets;
(vi) the receipt of notice that (A) the Trust is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Trust's business is to be, or may be, suspended or revoked, or (C) the Trust is to cease and desist any practice, procedure or policy employed by the Trust in the conduct of its business, and such cessation may result in a Material Adverse Change with respect to the Trust; or
(vii) any other event, circumstance or condition that has resulted, or has a material possibility of resulting, in a Material Adverse Change in respect of the Trust.
Notice of Material Events. Promptly upon becoming aware thereof, notice of any other event or circumstances that, in the reasonable judgment of the Seller, is likely to have a Material Adverse Effect.
Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing to the Designated Agent and each Lender, promptly and in any event within ten (10) days after a Senior Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following:
(a) any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions;
(c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard;
(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and
(e) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Notice of Material Events. Such Borrower shall furnish or cause to be furnished to the Bank prompt written notice of the following, together with a statement of a duly authorized representative (who shall be acceptable to the Bank) of such Borrower setting forth in reasonable detail the event or development requiring such notice and, if applicable, any action taken or proposed to be taken with respect thereto:
(a) the occurrence of any Default with respect to such Borrower;
(b) the filing or commencement of any action, suit or proceeding by or before any Governmental Authority against or affecting such Borrower that could in the good faith opinion of such Borrower reasonably be expected to result in a Material Adverse Effect with respect to such Borrower; and
(c) the occurrence of any other development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect with respect to such Borrower.