Common use of NOTICES AND OTHER INFORMATION Clause in Contracts

NOTICES AND OTHER INFORMATION. (a) Promptly, upon acquiring or giving notice, or obtaining actual knowledge thereof (as the case may be) provide the Intercreditor Agent and the Security Trustee with notice of: (i) the occurrence of any Event of Default or Potential Event of Default under this Agreement describing in reasonable detail such Event of Default or Potential Event of Default and the steps being taken to remedy or avoid (respectively) such default; (ii) the occurrence of any litigation, claim, investigation, dispute (other than any dispute in respect of any invoice) or proceeding (including arbitration proceedings) in respect of claims in excess of 5,000,000 Dollars (or the equivalent thereof in another currency or currencies) pending, involving or affecting it and describing in reasonable detail such litigation, claim, investigation, dispute or proceeding; (iii) the occurrence of any dispute in respect of any invoice if such dispute is not resolved within 30 days of the date on which notice of the dispute first was issued by or to the relevant Obligor, describing in reasonable details such dispute; (iv) the occurrence of any arrest, Major Casualty Event or Total Loss of its Vessel or any other casualty event resulting in damage to its Vessel or loss of hire or charter payments in excess of 10,000,000 Dollars (or the equivalent thereof in another currency or currencies), and in each case describing in reasonable detail the circumstances thereof; and (v) the occurrence of the Delivery Date of its Vessel. (b) Promptly provide to the Intercreditor Agent: (i) upon request by the Intercreditor Agent, an Officer’s Certificate confirming that no Event of Default or Potential Event of Default is continuing; (ii) a copy of: (A) each document dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as such document is dispatched; and (B) any notice in respect of any force majeure given by it to, or received by it from, an Acceptable Charterer under any Acceptable Charter or any Alternative Charter; (iii) such further information regarding its financial condition, business and operations as any Secured Party (through the Intercreditor Agent) reasonably may request and that can be delivered without causing the relevant Obligor to be in breach of any confidentiality undertaking by which it is bound; and (iv) together with any Financial Statements delivered in accordance with Clause 19.4, an updated corporate organisation chart of the Guarantor Group if any additional Subsidiary of the Guarantor has been created since the date of the last Financial Statements to have been delivered by the Guarantor in accordance with Clause 19.4.

Appears in 1 contract

Sources: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.)

NOTICES AND OTHER INFORMATION. (a) Promptly, upon acquiring or giving notice, or obtaining actual knowledge thereof (as the case may be) provide the Intercreditor Agent and the Security Trustee with notice of: (i) the occurrence of any Event of Default or Potential Event of Default under this Agreement describing in reasonable detail such Event of Default or Potential Event of Default and the steps being taken to remedy or avoid (respectively) such default; (ii) the occurrence of any litigation, claim, investigation, dispute (other than any dispute in respect of any invoice) or proceeding (including arbitration proceedings) in respect of claims in excess of 5,000,000 Dollars (or the equivalent thereof in another currency or currencies) pending, involving or affecting it and describing in reasonable detail such litigation, claim, investigation, dispute or proceeding; (iii) the occurrence of any dispute in respect of any invoice if such dispute is not resolved within 30 days of the date on which notice of the dispute first was issued by or to the relevant Obligor, describing in reasonable details such dispute; (iv) the occurrence of any arrest, Major Casualty Event or Total Loss of its Vessel or any other casualty event resulting in damage to its Vessel or loss of hire or charter payments in excess of 10,000,000 Dollars (or the equivalent thereof in another currency or currencies), and in each case describing in reasonable detail the circumstances thereof; and (v) the occurrence of the Delivery Date of its Vessel. (b) Promptly provide to the Intercreditor Agent: (i) upon request by the Intercreditor Agent, an Officer’s Certificate confirming that no Event of Default or Potential Event of Default is continuing; (ii) a copy of: (A) each document dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as such document is dispatched; and (B) any notice in respect of any force majeure given by it to, or received by it from, an Acceptable Charterer under any Acceptable Charter or any Alternative Charter; (iii) such further information regarding its financial condition, business and operations as any Secured Party (through the Intercreditor Agent) reasonably may request and that can be delivered without causing the relevant Obligor to be in breach of any confidentiality undertaking by which it is bound; and (iv) together with any Financial Statements delivered in accordance with Clause 19.4, an updated corporate organisation chart of the Guarantor Group if any additional Subsidiary of the Guarantor has been created since the date of the last Financial Statements to have been delivered by the Guarantor in accordance with Clause 19.4.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Pacific Drilling S.A.)

NOTICES AND OTHER INFORMATION. (a) PromptlyBorrowers will deliver to Agent (and if so requested by Agent, upon acquiring or giving notice, or obtaining actual knowledge thereof (as the case may bewith copies to each Lender) provide the Intercreditor Agent and the Security Trustee with notice of: (i) the occurrence of any Event of Default or Potential Event of Default under this Agreement describing in reasonable detail such Event of Default or Potential Event of Default and the steps being taken to remedy or avoid (respectively) such default; (ii) the occurrence of any litigation, claim, investigation, dispute (other than any dispute in respect of any invoice) or proceeding (including arbitration proceedings) in respect of claims in excess of 5,000,000 Dollars (or the equivalent thereof in another currency or currencies) pending, involving or affecting it and describing in reasonable detail such litigation, claim, investigation, dispute or proceeding; (iii) the occurrence of any dispute in respect of any invoice if such dispute is not resolved within 30 days each of the date on which notice of additional items set forth below at the dispute first was issued by or following times in form satisfactory to the relevant Obligor, describing in reasonable details such dispute; (iv) the occurrence of any arrest, Major Casualty Event or Total Loss of its Vessel or any other casualty event resulting in damage to its Vessel or loss of hire or charter payments in excess of 10,000,000 Dollars (or the equivalent thereof in another currency or currencies), and in each case describing in reasonable detail the circumstances thereof; and (v) the occurrence of the Delivery Date of its Vessel. (b) Promptly provide to the Intercreditor Agent: (i) upon request if and when filed by Holdings, (A) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (B) any other filings made by Holdings with the Intercreditor AgentSEC, an Officer’s Certificate confirming and (C) any other information that no Event of Default or Potential Event of Default is continuingprovided by Holdings to its shareholders generally; (ii) a copy of: promptly, but in any event within five (A5) each document dispatched by it to its shareholders (or days after any class of them) or its creditors generally at the same time as such document is dispatched; and (B) any notice in respect Borrower has knowledge of any force majeure given by it toevent or condition that constitutes a Default or an Event of Default, notice of such event or received by it from, an Acceptable Charterer under any Acceptable Charter or any Alternative Chartercondition and a statement of the curative action that ▇▇▇▇▇▇▇▇ proposes to take with respect thereto; (iii) such further information regarding promptly after the commencement thereof, but in any event within five (5) days after the service of process with respect thereto on Holdings or any of its financial conditionSubsidiaries, business and operations as notice of all actions, suits, or proceedings brought by or against Holdings or any Secured Party (through the Intercreditor Agent) of its Subsidiaries before any Governmental Authority which would reasonably may request and that can be delivered without causing the relevant Obligor expected to be result in breach of any confidentiality undertaking by which it is bound; anda Material Adverse Effect; (iv) together promptly, but in any event within five (5) days after any Borrower obtains knowledge thereof, notice of (A) any dispute, litigation, investigation or 123 proceeding between any Loan Party or any Subsidiary and any arbitrator or Governmental Authority or (B) the filing or commencement of, or any material development that calls into question the enforceability of any Loan Document or which would reasonably be expected to result in a Material Adverse Effect in any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws, which in any manner calls into question the validity or enforceability of any Loan Document or which would reasonably be expected to result in a Material Adverse Effect; (v) promptly upon request (and in any event within ten (10) days of any reasonable written request therefor) copies of any Material Project Documents; (vi) promptly, but in any event within five (5) days after any Borrower obtains actual knowledge thereof, notice of any notice of cancellation or termination of any insurance policy received by any Loan Party; (vii) promptly, but in any event within thirty (30) days after any Loan Party, any Subsidiary of a Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred that is reasonably likely to result in material liability, a notice describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any Financial Statements notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by such Loan Party, Subsidiary of the Loan Party, or ERISA Affiliate from the PBGC or any other Governmental Authority with respect thereto; (viii) promptly after the occurrence thereof, 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 part (c) or (d) of such certification; (ix) concurrently with the delivery there to the AECOM Loan Agreement Agent under the AECOM Loan Agreement, all documents, information and reports required to be delivered to the AECOM Loan Agreement Agent under Section 4.1 of the AECOM Loan Agreement; (x) promptly after the furnishing thereof, copies of any amendments, waivers, consents or other material notices (including any default notices) furnished by or to any Loan Party pursuant to the terms of the documentation related to any Subordinated Indebtedness, so long as not otherwise required to be furnished to Agent pursuant to any other clause of this Section 5.02; (xi) promptly following any Loan Party’s receipt or delivery thereof, copies of all material written notices and report of adverse changes delivered pursuant to and in accordance with Clause 19.4any Material Project Document; (xii) prompt written notice of any event of force majeure (as defined therein) under any Material Project Document; (xiii) promptly, an updated corporate organisation chart but in any event within five (5) Business Days thereof, written notice (a) upon any Borrower becoming aware of the Guarantor Group existence of any Default or 125 Event of Default, (b) of any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened (in writing) against any Loan Party, (c) if there is any additional Subsidiary infringement or claim of the Guarantor has been created since the date infringement by any other Person with respect to any Intellectual Property rights of the last Financial Statements any Loan Party that could reasonably be expected to have been delivered by the Guarantor in accordance with Clause 19.4.a Material Adverse Effect,

Appears in 1 contract

Sources: Credit Agreement (Shimmick Corp)

NOTICES AND OTHER INFORMATION. (a) Promptly, upon acquiring or giving notice, or obtaining actual knowledge thereof (as the case may be) provide the Intercreditor Agent and the Security Trustee with notice of: (i) the occurrence of any Event of Default or Potential Event of Default under this Agreement, or any Default under (and as defined in) any TI Bond Facility Agreement to which it is party, in each case describing in reasonable detail such Event of Default or Default, Potential Event of Default or Default and the steps being taken to remedy or avoid (respectively) such default; (ii) the occurrence of any litigation, claim, investigation, dispute (other than any dispute in respect of any invoice) or proceeding (including arbitration proceedings) in respect of claims in excess of 5,000,000 Dollars (or the equivalent thereof in another currency or currencies) pending, involving or affecting it and describing in reasonable detail such litigation, claim, investigation, dispute or proceeding; (iii) the occurrence of any dispute in respect of any invoice if such dispute is not resolved within 30 days of the date on which notice of the dispute first was issued by or to the relevant Obligor, describing in reasonable details such dispute; (iv) the occurrence of any arrest, Major Casualty Event or Total Loss of its Vessel or any other casualty event resulting in damage to its Vessel or loss of hire or charter payments in excess of 10,000,000 Dollars (or the equivalent thereof in another currency or currencies), and in each case describing in reasonable detail the circumstances thereof; and (v) the occurrence of the Delivery Date of its Vessel. (b) Promptly provide to the Intercreditor Agent: (i) upon request by the Intercreditor Agent, an Officer’s Certificate confirming that no Event of Default or Potential Event of Default is continuing; (ii) a copy of: (A) each document dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as such document is dispatched; and (B) any notice in respect of any force majeure given by it to, or received by it from, an Acceptable Charterer under any Acceptable Charter or any Alternative Charter; (iii) such further information regarding its financial condition, business and operations as any Secured Party (through the Intercreditor Agent) reasonably may request and that can be delivered without causing the relevant Obligor to be in breach of any confidentiality undertaking by which it is bound; and (iv) together with any Financial Statements delivered in accordance with Clause 19.4, an updated corporate organisation chart of the Guarantor Group if any additional Subsidiary of the Guarantor has been created since the date of the last Financial Statements to have been delivered by the Guarantor in accordance with Clause 19.4.

Appears in 1 contract

Sources: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.)