Notices and Information Clause Samples
The "Notices and Information" clause defines how formal communications between the parties to a contract must be delivered and received. It typically specifies acceptable methods for sending notices, such as email, postal mail, or courier, and may require that notices be sent to designated addresses or contacts listed in the agreement. This clause ensures that important information, such as changes, terminations, or breaches, is reliably communicated and that both parties have a clear record of when and how notices are given, thereby reducing the risk of misunderstandings or disputes over whether proper notice was provided.
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Notices and Information. Deliver to the Lender:
(a) promptly upon the Borrower or any of its Subsidiaries obtaining knowledge (i) of any condition or event which constitutes an Event of Default or a Potential Event of Default, (ii) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed cross-default of the type referred to in Section 8.1(e), (iii) of the institution of, or any adverse development in, any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries greater than $100,000, in the aggregate, (iv) of any material casualty to any Collateral resulting in a loss in excess of $100,000, in the aggregate, or (v) of a condition or events that could reasonably be expected to cause a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of any such condition or event, and what action the Borrower and its Subsidiaries are taking with respect thereto;
(b) promptly upon any officer of the Borrower or any of its Subsidiaries becoming aware of the occurrence of or forthcoming occurrence of any (i) ERISA Event, or (ii) “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, an Officer’s Certificate specifying the nature thereof, what action the Borrower and its Subsidiaries has taken, are taking or propose to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(c) with reasonable promptness following receipt thereof by the Borrower or any of its Subsidiaries, copies of (i) all notices received by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of the Pension Benefit Guaranty Corporation’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (iii) all notices received by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning the impo...
Notices and Information. (a) Promptly notify Agent and each Lender in writing of the occurrence of any Default or Event of Default and the nature thereof.
(b) Promptly notify Agent in writing, of any of the following that affects any Consolidated Party: (i) the written threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (ii) any pending or threatened (in writing) material labor dispute, strike or walkout, or the expiration of any material labor contract not concurrently replaced; (iii) any default under or termination of a Material Contract; (iv) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if and to the extent that they are covered by insurance and the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount); (v) the assertion in writing of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vi) any violation or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vii) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viii) the discharge of or any withdrawal or resignation by any Borrower’s independent accountants; or (ix) any opening of a new office or place of business holding tangible Collateral exceeding $750,000, at least 10 days prior to such opening.
(c) Promptly notify Agent of the occurrence of any ERISA Event.
(d) Promptly notify Agent of any material change in accounting policies or financial reporting practices by any Consolidated Party, including any determination by the Borrowers referred to in Section 3.3.
(e) Upon the reasonable written request of Agent following the occurrence of any event or the discovery of any condition which Agent o...
Notices and Information. Deliver to the Bank: -----------------------
(i) promptly upon any officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e), (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower 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 Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower o...
Notices and Information. The Board shall provide the Association, upon request, with pertinent information developed by the school system which is reasonably necessary to represent employees in negotiations and grievances. The Association will be provided copies of Board policies and advertised vacancies which affect the Bargaining Unit. The Association agrees to send to the Board any Association newsletters and any other county- wide distribution sent through the HCPS communication system.
Notices and Information. Any notice required to be given or delivered to the Company under the terms of this Award Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to the Grantee shall be in writing and addressed to the Grantee at the Grantee’s last known address on file with the Company. All notices shall be deemed to have been given or delivered upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile. For additional information regarding this Award Agreement, the LTIP, the Plan or the administrators of the Plan, please contact the Company’s Corporate Secretary at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Wichita, Kansas 67210, (▇▇▇) ▇▇▇-▇▇▇▇.
Notices and Information. Promptly notify the Administrative Agent, for further dissemination to the Lenders, of:
(a) The occurrence of any Default known to any Responsible Officer of the Borrower and the nature thereof.
(b) Any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including those resulting from (i) breach or non‑performance of, or any default under, a Contractual Obligation of any Consolidated Party; (ii) any dispute, litigation, investigation, proceeding or suspension between any Consolidated Party and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Consolidated Party, including pursuant to any applicable Environmental Laws.
(c) The occurrence of any ERISA Event that could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Threshold Amount; and
(d) Any material change in internal accounting policies or internal financial reporting practices by any Consolidated Party that will have a material effect on financial statement results. In addition, at the time of delivery of the financial statements and reports provided for in Section 7.01(a), the Borrower shall deliver to the Administrative Agent a report signed by an Responsible Officer of the Borrower setting forth (i) a list of registration numbers for all material patents, trademarks, service marks, trade names and copyrights awarded to any Loan Party since the last day of the immediately preceding fiscal year and (ii) a list of all material patent applications, trademark applications, service ▇▇▇▇ applications, trade name applications and copyright applications submitted by any Loan Party since the last day of the immediately preceding fiscal year and the status of each such application, all in such form as shall be reasonably satisfactory to the Administrative Agent. Each notice pursuant to this Section 7.03(a) through (d) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
Notices and Information. (a) Promptly notify the Administrative Agent and each Lender of the occurrence of any Default and the nature thereof.
(b) Promptly notify the Administrative Agent and each Lender of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect (including, without limitation, any of the following (to the extent reasonably expected to result in a Material Adverse Effect): (i) breach or non-performance of, or any default under, a Contractual Obligation of the Parent or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Parent or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Parent or any Subsidiary, including pursuant to any applicable Environmental Laws).
(c) Promptly notify the Administrative Agent and each Lender of the occurrence of any ERISA Event.
(d) Promptly notify the Administrative Agent and each Lender of any material change in accounting policies or financial reporting practices by the Parent or any Subsidiary, including any determination by the Parent referred to in Section 2.10(b).
(e) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 6.09 to be untrue in any material respect, the Loan Parties will furnish or cause to be furnished to the Administrative Agent, at the Loan Parties’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties and as to the compliance by any Consolidated Party with Environmental Laws at such Real Properties. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Consolidated Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater s...
Notices and Information. Any notice required to be given or delivered to the Company under the terms of this Award Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to the Grantee shall be in writing and addressed to the Grantee at the address indicated below or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile. For additional information regarding this Award Agreement, the Plan or the administrators of the Plan, please contact the Company’s Corporate Secretary at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (telephone: ▇▇▇-▇▇▇-▇▇▇▇).
Notices and Information. To the extent certain provisions of the Incorporated End Customer Contract relating to Quality A coal require that End Customer or COALSALES provide the other with notice within a period of two (2) business days or less, for purposes of incorporating such requirement into this Agreement, each party hereto shall use commercially reasonable efforts to promptly relay such notice to the other party, taking into consideration the notice requirement under the Incorporated End Customer Contract. In all other situations under the Incorporated End Customer Contract requiring the End Customer to provide notice or information to COALSALES within a period of time greater than two (2) business days, for purposes of incorporating such requirement into this Agreement, such period of time shall be extended by two (2) business days to account for the possibility that End Customer may not provide such notice or information to COALSALES until the end of the specified period, provided, however, that upon receipt of any notice given by End Customer, COALSALES will use commercially reasonable efforts to promptly forward such notice to Patriot. Likewise, except for any provisions under the Incorporated End Customer Contract requiring two (2) business days’ or less notice, whenever the Incorporated End Customer Contract requires COALSALES to provide notice or information to End Customer within a specified period of time, for purposes of incorporating such requirement into this Agreement, such period of time shall be shortened by two (2) business days to enable COALSALES sufficient time to provide the same notice or information to End Customer under the End Customer Contract.
Notices and Information. Where this Contract refers to ‘notice’ then the notice given to a party must be in writing and delivered by SMS (short message service), email or prepaid letter to the number or address of that party set out in this Contract for such purposes (or such other address as the party may by notice substitute) and will be considered to have been received on the Date of Receipt.