Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following: (i) the occurrence of any Default or Event of Default; (ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ; (iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00; (iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate; (vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default; (vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and (viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease; (ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries; (x) the occurrence of a Material Acquisition; (xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date; (xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and (xiii) 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. (b) The Borrower will furnish to the Administrative Agent and each Lender the following: (i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and (ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Sources: Term Loan Agreement (Sila Realty Trust, Inc.), Revolving Credit Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and for delivery by the Administrative Agent to each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the followingfollowing (i) with respect to clause (a) promptly upon the occurrence thereof and (ii) with respect to each other clause, promptly upon a Responsible Officer of the Borrower obtaining actual knowledge thereof:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, Subsidiary which could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, Liability and in each case whichof the preceding clauses, involves a Poolan Unencumbered Property, or either which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vid) the occurrence of any Default ERISA Event that alone, or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Defaultthe Borrower and its Restricted Subsidiaries in an aggregate amount exceeding $5,000,000;
(e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultits Subsidiaries;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viiif) the occurrence of any breach or default by a Fee Owner that remains uncured after giving effect to any applicable cure periods set forth in the performance BIN Sponsorship Agreement or observance of any termination event (including pursuant to Article VIII of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver BIN Sponsorship Agreement) with respect to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground LeasePermitted BIN Arrangement;
(ixg) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Sources: Credit Agreement (EVO Payments, Inc.), Credit Agreement (EVO Payments, Inc.), Credit Agreement and Security Agreement (EVO Payments, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt (not to exceed five (5) Business Days written notice, after the occurrence thereof unless specifically set forth below) written notice a Responsible Officer obtains knowledge thereof, of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrowerany Loan Party, affecting the Borrower Parent or any of its Subsidiaries whichRestricted Subsidiaries, if which in each case is reasonably likely to be adversely determined, could and if so adversely determined, would reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower Parent or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, ; in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vd) except as would not reasonably be expected to result in a Material Adverse Effect, promptly and in any event within 15 days after (i) the BorrowerParent, any of its Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer a Responsible Officer of the Borrower Parent describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the BorrowerParent, such Restricted Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans and Non-U.S. Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any (i) Non-U.S. Plan or (ii) Plan subject to Section 412 of the Code Code, by the BorrowerParent, any of its Restricted Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a (i) Non-U.S. Plan or (ii) Plan subject to Section 412 of the Code Code, which results in a material increase in contribution obligations of the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate;
(vi) , a detailed written description thereof from the occurrence chief financial officer of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered PropertyParent; and
(viiie) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and for distribution to each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000;
(d) the assertion of any environmental matter by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect;
(ve) immediately, notice of actual (or threatened action that could reasonably be expected to lead to the) suspension, termination or revocation of any License of any Insurance Company which is a Material Subsidiary by any Governmental Authority (including any Applicable Insurance Regulatory Authority), including any notice by any Governmental Authority of the commencement of any proceeding, hearing or administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any action which could reasonably be expected to materially adversely affect the authority of such Insurance Company to conduct its business after notice thereof by such Governmental Authority (including any such Applicable Insurance Regulatory Authority);
(f) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate Borrower knows or has reason to know believe that any ERISA Event has occurredinsurance, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC banking or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by regulator having jurisdiction over the Borrower or any of its Material Subsidiaries of has commenced any written proceeding, issued any order, given notice of an alleged default a formal hearing, sought relief from any court or event of default (whether or not constituting an Event of Default) under this Agreement or under taken any note, evidence of indebtedness, indenture or other obligation to which or similar action with respect to which the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective its Material Subsidiaries is a party that seeks to, or obligorwould, whether as principal result in the revocation of any license or surety, and such default would permit the holder authorization of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to or any of its Material Subsidiaries or materially restrict the Administrative Agent and each ability of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, Borrower or any operator of its Material Subsidiaries to do business in any jurisdiction, a notice describing in reasonable detail such proceeding, order, hearing or tenant of any PoolUnencumbered Propertysimilar action; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer senior financial officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Sources: Credit Agreement (First American Corp), Credit Agreement (First American Corp), Credit Agreement (First American Corp)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the followingfollowing after a Responsible Officer of the Borrower has knowledge:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, Liability and in each case whichof the preceding clauses, involves a Poolan Unencumbered Property, or either which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(viiv) the occurrence of any Default ERISA Event that alone, or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Defaultthe Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000;
(v) the occurrence of any material default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event default, respect of Default) under this Agreement or under any note, evidence Material Indebtedness of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity its Subsidiaries;
(vi) promptly after any Loan Party’s receipt thereof, notice of any final decision of a contracting officer disallowing costs aggregating more than $1,000,000, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each disallowed costs arise out of the Lenders, describing the notice or action and the nature any audit of the claimed default;Government Contracts of any Loan Party; and
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Sources: Revolving Credit and Term Loan Agreement (Stanley, Inc.), Revolving Credit and Term Loan Agreement (Stanley, Inc.), Revolving Credit and Term Loan Agreement (Stanley, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and for delivery to each Lender prompt (and, in any event, not to exceed five later than three (53) Business Days after the occurrence thereof unless specifically set forth belowa Responsible Officer becomes aware thereof) written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Holdings or the Borrower, affecting Holdings, the Borrower or any of its their respective Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower Holdings or any of its Subsidiaries (iA) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) becomes subject to any Environmental Liability, (iiiC) receives notice of any claim with respect to any Environmental Liability, or (ivD) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(viv) promptly and in any event within 15 days after (iA) the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer a Responsible Officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the BorrowerHoldings, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (iiB) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Borrower;
(viv) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower Holdings or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Material Indebtedness of Holdings or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective its Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xivi) any change material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereofaggregate, any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect, including (i) breach reduction in revenue of the Loan Parties of 10% or non-performance of, or any default under, any provision of any security issued by more on a consolidated basis from the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; andprior Fiscal Year;
(xiiivii) 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 and (d) of such certification;
(viii) any amendment, waiver, supplement, or other modification of any Subordinated Debt Document or Note Document; and
(ix) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior theretothereto (or such later date as agreed in writing by the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization;
(ii) promptly and in any event within 30 days after receipt thereof: (x) each actuarial report for each Insurance Subsidiary; and (y) each audit of an Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and
(iiiii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower Holdings or any of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertyReal Estate.
(c) The Borrower shall promptly (and in any event within 7 days) notify the Administrative Agent of the formation or acquisition of any Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any Subsidiary of the Borrower has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Sources: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed and, in any event, within five (5) Business Days after the occurrence thereof unless specifically set forth below) acquiring knowledge thereof, written notice of the following:
(ia) the occurrence of any Event of Default or Event of DefaultPotential Default and the action that the Loan Parties are taking or propose to take with respect thereto;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower any Loan Party or any of its Subsidiaries which, if adversely determined, Subsidiary or Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect, Change or that in any manner questions the validity of the Loan Documents;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of any Loan Party in an aggregate amount exceeding $15,000,000;
(vd) promptly and in the receipt by any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Loan Party or any of their respective Subsidiaries of any notice or direction from any Governmental Authority of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or suspend, any license now or hereafter held by such Person which is a party required to conduct insurance business in compliance with all applicable Laws and regulations, other than such expiration, revocation or obligorsuspension which, whether as principal individually or suretyin the aggregate, and such default would permit the holder of such note or obligation or other evidence of indebtedness could not reasonably be expected to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse EffectChange, (ii) the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates of the operation institution of any PoolUnencumbered Property where disciplinary proceedings against or in respect of any such documentPerson, correspondence or written notice relates the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which could reasonably be expected to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on Material Adverse Change or (iii) any judicial or administrative order limiting or controlling the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant insurance business of any PoolUnencumbered Propertyinsurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which could reasonably be expected to have a Material Adverse Change; and
(viiie) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertyChange. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Stewart Information Services Corp), Credit Agreement (Stewart Information Services Corp)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (and, in any event, not to exceed five (5) later than three Business Days after a Responsible Officer of the occurrence thereof unless specifically set forth belowBorrower becomes aware thereof) written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrowerany Responsible Officer of any Loan Party, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (iA) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) becomes subject to any Environmental Liability, (iiiC) receives notice of any claim with respect to any Environmental Liability, or (ivD) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(viv) promptly and in any event within 15 days after (iA) any Responsible Officer of the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurredoccurred that, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (iiB) becoming aware (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicableapplicable that could reasonably be expected to result in liability to the Borrower or any of its Subsidiaries, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, in each case, which, either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Borrower;
(viv) the occurrence of any Default event of default (beyond any applicable grace or Event of Defaultcure period), or the receipt by the Borrower Borrower, or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is its Subsidiaries;
(vi) any material amendment or modification to any Material Agreement (together with a party or obligor, whether as principal or suretycopy thereof), and such default would permit prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the holder of such note aggregate, could reasonably be expected to result in a reduction in revenue or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each Adjusted EBITDA of the Lenders, describing Loan Parties of 10% or more on a consolidated basis from the notice or action and the nature of the claimed default;prior Fiscal Year; and
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (iA) in any Loan Party’s legal name, (iiB) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility)[reserved], (iiiC) in any Loan Party’s identity or legal structure, (ivD) in any Loan Party’s federal taxpayer identification number or organizational number or (vE) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property.
(c) The Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following promptly and in any event no later than three Business Days after any Responsible Officer of any of the Loan Parties has actual knowledge of:
(i) any Loan Party or a Tenant with respect to an Unencumbered Pool Property or an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Loan Party or Tenant with respect to an Unencumbered Pool Property, (w) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (x) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (y) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (z) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq., in each case, that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;
(ii) any claim to recover any alleged overpayments (other than any such claim made against the Borrower or any of its Subsidiaries that relates to a period during which the Borrower or such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $1,000,000;
(iii) notice of any final and documented material reduction in the level of reimbursement expected to be received with respect to receivables of the Borrower or any of its Subsidiaries;
(iv) any allegations of licensure violations or fraudulent acts or omissions involving the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property that could reasonably be expected to, in the aggregate, have a Material Adverse Effect;
(v) the pending or threatened (in writing) imposition of any fine or penalty by any Governmental Authority under any Health Care Law against the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property, that could reasonably be expected to have a Material Adverse Effect;
(vi) any pending or threatened (in writing) revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit with respect to any Unencumbered Pool Property that could reasonably be expected to have a Material Adverse Effect;
(vii) any non-routine and material inspection of any facility of the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property by any Governmental Authority; and
(viii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)
Notices of Material Events. (a) The Borrower Issuer will furnish to the Administrative Agent and for delivery to each Lender Noteholder prompt (and, in any event, not to exceed five later than three (53) Business Days (or, in the case of clause (vii)(B) of this Section 5.2(a), ten (10) Business Days) after the occurrence thereof unless specifically set forth belowa Responsible Officer becomes aware thereof) written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Holdings or the BorrowerIssuer, affecting Holdings, the Borrower Issuer or any of its their respective Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower Holdings or any of its Subsidiaries (iA) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) becomes subject to any Environmental Liability, (iiiC) receives notice of any claim with respect to any Environmental Liability, or (ivD) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(viv) promptly and in any event within 15 days after (iA) the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer a Responsible Officer of the Borrower Issuer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the BorrowerHoldings, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (iiB) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Issuer;
(viv) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower Holdings or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Material Indebtedness of Holdings or any of their respective Subsidiaries is its Subsidiaries;
(vi) any material amendment or modification to any Material Agreement (together with a party or obligor, whether as principal or suretycopy thereof), and such default would permit prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the holder of such note or obligation or other evidence of indebtedness aggregate, could reasonably be expected to accelerate the maturity thereof, which acceleration would either cause result in a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each reduction in revenue of the Lenders, describing Note Parties of 10% or more on a consolidated basis from the notice or action and the nature of the claimed defaultprior Fiscal Year;
(vii) receipt (A) any material amendment, waiver, supplement, or other modification of any documentsTerm Loan Document or ▇▇▇▇ ▇▇▇▇ Debt Document and (B) any other amendment, correspondence waiver, supplement, or written notice from any Governmental Authority that regulates the operation other modification of any PoolUnencumbered Property where such document, correspondence Term Loan Document or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property▇▇▇▇ ▇▇▇▇ Debt Document; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower Issuer will furnish to the Administrative Agent and each Lender Noteholder the following:
(i) promptly and in any event at least 30 days prior theretothereto (or such later date as agreed by the Administrative Agent), notice of any change (i) in any Loan Note Party’s legal name, (ii) in any Loan Note Party’s chief executive office, its principal place of business, or any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Note Party’s identity or legal structure, (iv) in any Loan Note Party’s federal taxpayer identification number or organizational number or (v) in any Loan Note Party’s jurisdiction of organization;
(ii) promptly and in any event within 30 days after receipt thereof: (x) each actuarial report for each Insurance Subsidiary; and (y) each audit of an Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and
(iiiii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower Holdings or any of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertyReal Estate.
(c) The Issuer shall promptly (and in any event within seven days) notify the Administrative Agent of the formation or acquisition of any Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any Subsidiary of the Issuer has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Issuer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Note Purchase Agreement (Root, Inc.), Note Purchase Agreement (Root Stockholdings, Inc.)
Notices of Material Events. (a) The Parent and the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Parent or the Borrower, affecting Parent or the Borrower or any of its their respective Subsidiaries which, if adversely determined, could which would reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower Parent or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the BorrowerParent, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower Parent describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the BorrowerParent, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the BorrowerParent, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the BorrowerParent, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of Parent;
(vie) the occurrence of any Default or Event of Default, or the receipt by the Borrower Parent or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Material Indebtedness of Parent or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyits Subsidiaries; and
(viiif) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by . Parent and the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.)
Notices of Material Events. (a) The Borrower Company will furnish to the Administrative Agent and Agent, which upon receipt shall provide to each Lender Lender, prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower Company or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Company and its Subsidiaries in an aggregate amount exceeding $3,000,000;
(vd) promptly and in any event within 15 days after (i) of the Borrower, occurrence of any of its Subsidiaries the following events affecting the Company or any ERISA Affiliate knows or has reason Affiliate, and deliver to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event Administrative Agent and the action, if any, proposed to be taken with respect to such ERISA Event and each Lender a copy of any notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the PBGC Company or the IRS pertaining any ERISA Affiliate with respect to such event:
(i) an ERISA Event and any notices received by that could reasonably be expected to create a material liability of the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and Company;
(ii) becoming aware (1) that there has been an a material increase in the Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence Liability of any Withdrawal Liability, Pension Plan;
(3iii) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries Company or any ERISA Affiliate, or ; or
(4iv) of the adoption of any amendment to a Plan subject to Section 412 of the Code which Code, if such amendment results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries contributions or any ERISA AffiliateUnfunded Pension Liability;
(vii) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened in writing against the occurrence of any Default or Event of Default, or the receipt by the Borrower Company or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Subsidiary or any of their respective properties pursuant to any applicable Environmental Laws which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a potential liability of the Company and its Subsidiaries is of $3,000,000 in the aggregate in excess of amounts reserved for or reasonably available from insurance or third parties, (ii) all other Environmental Claims which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a party potential liability of the Company and its Subsidiaries of $3,000,000 in the aggregate in excess of amounts reserved for or obligor, whether as principal reasonably available from insurance or suretythird parties, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the property of the Company or any Subsidiary that could reasonably be anticipated to cause such default would permit property or any part thereof to be subject to any material restrictions on the holder ownership, occupancy, transferability or use of such note or obligation or other evidence property under any Environmental Laws, except for any such restrictions which would not affect such Person's ability to continue its previous use of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyproperty; and
(viiif) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Labone Inc/), Credit Agreement (Labone Inc/)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan an Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Unencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Unencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Unencumbered Property, Borrower, Guarantor, PoolUnencumbered Unencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Unencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a aan Eligible Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan an Unencumbered Property Owner under a aan Eligible Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto[intentionally omitted].
Appears in 2 contracts
Sources: Term Loan Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days Agent, promptly after the occurrence thereof unless specifically set forth below) any Responsible Officer of any Loan Party obtains knowledge thereof, written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower MLP or any of its Restricted Subsidiaries which, if adversely determined, which could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower MLP or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iviii) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateaggregate in the case of clauses (i), (ii) and (iii) above, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 45 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower a Responsible Officer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer;
(vie) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Material Indebtedness of any Loan Party or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultits Restricted Subsidiaries;
(viif) receipt the establishment of any documents, correspondence or written notice from Bank Product with any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, Bank Product Provider or any operator or tenant of Hedging Obligation with any PoolUnencumbered PropertyLender-Related Hedge Provider; and
(viiig) the occurrence prompt notice of any default by a Fee Owner termination (other than in accordance with its terms) of any Material Agreement that, individually or in the performance aggregate, could reasonably be expected to result in a reduction in revenue or observance Pro Forma Adjusted EBITDA of any of 10% or more on a consolidated basis from the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Leaseprior Fiscal Year;
(ixh) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that is specific to the Loan Parties and their Restricted Subsidiaries (and not a matter of general public knowledge) that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Arc Logistics Partners LP), Revolving Credit Agreement (Arc Logistics Partners LP)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, Liability and in each case whichof the preceding clauses, involves a Poolan Unencumbered Property, or either which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vid) the occurrence of any Default ERISA Event that alone, or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Defaultthe Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;
(e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event default, in respect of Default) under this Agreement or under any note, evidence Material Indebtedness of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective its Subsidiaries;
(xf) simultaneously with the occurrence delivery of each Compliance Certificate, a written list of all Material Acquisition;Subsidiaries formed, acquired, or created from a transfer of assets or through any other event, during the period commencing on the Closing Date and ending on the date on which the first Compliance Certificate is delivered, and thereafter since the date of the most recently delivered Compliance Certificate; such written list shall include the name of each new Material Subsidiary, its state of incorporation, list of its officers and any other information that the Administrative Agent shall reasonably request.
(xig) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Senior Term Loan Agreement (Hughes Supply Inc), Revolving Credit Agreement (Hughes Supply Inc)
Notices of Material Events. (a) The MLP and the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting the MLP, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written notice, in form if and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of when any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries ERISA Affiliate (i) fails gives or is required to comply give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Environmental Law Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to obtaingive notice of any such reportable event, maintain a copy of the notice of such reportable event given or comply with any permit, license or other approval required under any Environmental Law, to be given to the PBGC; (ii) becomes subject to receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Environmental LiabilityMultiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of any claim with ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect to any Environmental Liabilityof, or appoint a trustee to administer any Plan, a copy of such notice; (iv) becomes aware applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multi-Employer Plan or in respect of any basis for Benefit Arrangement or makes any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, amendment to any Plan or either individually Benefit Arrangement which has resulted or could reasonably be expected to result in the aggregateimposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) any material amendment to the Partnership Agreement (MLP), including the Partnership Agreement (Borrower) or any Material Agreement, together with a certified copy of such amendment; and
(f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect:
(i) breach the receipt by the MLP (or non-performance ofits general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability;
(ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any default underEnvironmental Liability pending or threatened against the MLP, any provision of any security issued by the Borrower or any of its Subsidiaries their subsidiaries; or
(iii) any release, emission, discharge or disposal of any agreementHazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Propertytheir subsidiaries. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: 5 Year Term Credit Agreement (Valero L P), 5 Year Revolving Credit Agreement (Valero L P)
Notices of Material Events. (a) The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or of any material development in, any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the any Borrower or any of its Subsidiaries whichAffiliate thereof, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development ERISA Events that have occurred, could reasonably be expected to result in liability of any Borrower and its Subsidiaries in an aggregate amount exceeding $25,000;
(d) notice of any action arising under any Environmental Law or of any noncompliance by which the any Borrower or any of its Subsidiaries (i) fails to comply Subsidiary with any Environmental Law or to obtain, maintain or comply with any permit, approval, license or other approval authorization required under any Environmental Lawthereunder that, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateif adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ve) promptly and any material change in accounting or financial reporting practices by any event within 15 days Borrower or any Subsidiary;
(f) any change in the credit ratings from a credit rating agency, or the placement by a credit rating agency of any Borrower (or, after the Spin Out, any parent entity of the Parent Borrower) on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or the cessation by a credit rating agency of, or its intent to cease, rating any Borrower’s debt;
(g) notice of (i) the Borrowerany default, event of default, termination, suspension, rescission, force majeure event or material breach, in each case, of or under any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect theretoLease, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given any event or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject condition which could reasonably be expected to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results result in a material increase in contribution obligations of the Borrowerdefault, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether default, termination, suspension, rescission or not constituting an Event material breach of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered PropertyLease; and
(viiih) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section (i) shall be in writing, and (ii) shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Parent Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Loan Agreement (Meta Materials Inc.), Loan Agreement (Next Bridge Hydrocarbons, Inc.)
Notices of Material Events. (a) The Holdings and the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt (not to exceed five (5) Business Days after Lender), through the occurrence thereof unless specifically set forth below) Administrative Agent, written notice of the followingfollowing promptly after obtaining knowledge thereof:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting Holdings, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichSubsidiary that, if adversely determined, could is reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected likely to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vic) the occurrence of any Default ERISA Event that alone or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Default, or the Borrower and the Subsidiaries in an aggregate amount exceeding $20,000,000;
(d) the receipt by Holdings, the Borrower or any Subsidiary of its Subsidiaries (i) any notice of any written notice loss of an alleged default (A) accreditation from the Joint Commission on Accreditation of Healthcare Organizations or event (B) any governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise or (ii) any notice, compliance order or adverse report issued by any Governmental Authority or Third Party Payor that, if not promptly complied with or cured, could result in (A) the suspension or forfeiture of default (whether any material governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which franchise necessary for the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party Subsidiary to carry on its business as now conducted or obligor, whether as principal proposed to be conducted or surety, and such default would permit the holder of such note or obligation or (B) any other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, material Limitation imposed upon the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultany Subsidiary;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ixe) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments Change in Law of the type described in Section 7.4(dclause (a) or (b) of such definition relating to any Third Party Payor Arrangement that could reasonably be expected to have a material and adverse effect on the Borrower, ability of the Borrower or any Guarantor Subsidiary to carry on its business as now conducted or their respective Subsidiaries;as proposed to be conducted; and
(xf) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could is reasonably be expected likely to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 5.02 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Corp)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, Liability and in each case whichof the preceding clauses, involves a Poolan Unencumbered Property, or either which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vid) the occurrence of any Default ERISA Event that alone, or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Defaultthe Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000;
(e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event default, in respect of Default) under this Agreement or under any note, evidence Material Indebtedness of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries its Subsidiaries;
(f) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or suspend, any License now or hereafter held by any Material Insurance Subsidiary which is a party required to conduct insurance business in compliance with all Applicable Laws and the expiration, revocation or obligor, whether as principal or surety, and such default would permit the holder suspension of such note or obligation or other evidence of indebtedness which could reasonably be expected to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(viig) the receipt of any documents, correspondence or written notice from any Governmental Authority that regulates of the operation institution of any PoolUnencumbered Property where such documentdisciplinary proceedings against or in respect of any Insurance Subsidiary, correspondence or written notice relates the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which if adversely determined could reasonably be expected to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on Material Adverse Effect;
(h) any judicial or administrative order limiting or controlling the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Ownerinsurance business of any Insurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which has had, or any operator or tenant of any PoolUnencumbered Propertywhich could reasonably be expected to have, a Material Adverse Effect; and
(viiii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Landamerica Financial Group Inc), Revolving Credit Agreement (Landamerica Financial Group Inc)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt (not to exceed five (5) Business Days written notice, after the occurrence thereof unless specifically set forth below) written notice a Responsible Officer obtains knowledge thereof, of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrowerany Loan Party, affecting the Borrower or any of its Subsidiaries whichRestricted Subsidiaries, if which in each case is reasonably likely to be adversely determined, could and if so adversely determined, would reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, ; in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vd) except as would not reasonably be expected to result in a Material Adverse Effect, promptly and in any event within 15 days after (i) the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer a Responsible Officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Restricted Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans and Non-U.S. Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any (i) Non-U.S. Plan or (ii) Plan subject to Section 412 of the Code Code, by the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a (i) Non-U.S. Plan or (ii) Plan subject to Section 412 of the Code Code, which results in a material increase in contribution obligations of the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate;
(vi) , a detailed written description thereof from the occurrence chief financial officer of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viiie) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and for distribution to each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Notices of Material Events. (a) The REIT Guarantor and the Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (and, in any event, not to exceed five (5) later than three Business Days after a Responsible Officer of the occurrence thereof unless specifically set forth belowREIT Guarantor or the Borrower becomes aware thereof) written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrowerany Responsible Officer of any Loan Party, affecting the REIT Guarantor, the Borrower or any of its their respective Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the REIT Guarantor, the Borrower or any of its their respective Subsidiaries (iA) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) becomes subject to any Environmental Liability, (iiiC) receives notice of any claim with respect to any Environmental Liability, or (ivD) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(viv) promptly and in any event within 15 days after (iA) any Responsible Officer of the REIT Guarantor, the Borrower, any of its their respective Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower REIT Guarantor describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the REIT Guarantor, the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (iiB) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the REIT Guarantor, the Borrower, any of its their respective Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the REIT Guarantor, the Borrower, any of its their respective Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the REIT Guarantor;
(viv) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower REIT Guarantor, the Borrower, or any of its their respective Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the BorrowerREIT Guarantor, any PoolUnencumbered Property Owner the Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(xvi) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the occurrence aggregate, could reasonably be expected to result in a reduction in revenue or Adjusted EBITDA of the Loan Parties of 10% or more on a Material Acquisition;consolidated basis from the prior Fiscal Year; and
(xivii) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The REIT Guarantor and the Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (iA) in any Loan Party’s legal name, (iiB) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iiiC) in any Loan Party’s identity or legal structure, (ivD) in any Loan Party’s federal taxpayer identification number or organizational number or (vE) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the REIT Guarantor, the Borrower or any of its their respective Subsidiaries after the Closing Date on any PoolUnencumbered Property.
(c) The REIT Guarantor and the Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following promptly and in any event no later than three Business Days after any Responsible Officer of any of the Loan Parties has actual knowledge of:
(i) any Loan Party or a Tenant with respect to an Unencumbered Pool Property or an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Loan Party or Tenant with respect to an Unencumbered Pool Property, (w) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (x) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (y) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (z) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq., in each case, that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;
(ii) any claim to recover any alleged overpayments (other than any such claim made against the REIT Guarantor, the Borrower or any of their respective Subsidiaries that relates to a period during which the REIT Guarantor, the Borrower or such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $1,000,000;
(iii) notice of any final and documented material reduction in the level of reimbursement expected to be received with respect to receivables of the REIT Guarantor, the Borrower or any of their respective Subsidiaries;
(iv) any allegations of licensure violations or fraudulent acts or omissions involving the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property that could reasonably be expected to, in the aggregate, have a Material Adverse Effect;
(v) the pending or threatened imposition of any fine or penalty by any Governmental Authority under any Health Care Law against the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property, that could reasonably be expected to have a Material Adverse Effect;
(vi) any pending or threatened (in writing) revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit with respect to any Unencumbered Pool Property that could reasonably be expected to have a Material Adverse Effect;
(vii) any non-routine and material inspection of any facility of the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property by any Governmental Authority; and
(viii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)
Notices of Material Events. Borrower will furnish the following to Lender in writing:
(a) The promptly after Borrower will furnish knows or has reason to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written believe that any Default has occurred, notice of the following:
(i) the occurrence of any Default or Event of such Default;
(iib) the filing prompt notice of all legal or commencement ofarbitral proceedings, or any material development in, any action, suit or proceeding and of all proceedings by or before any arbitrator or Governmental Authority against oror regulatory authority or agency, to the knowledge and of the any material development in respect of such legal or other proceedings, affecting Borrower, affecting the Borrower or any of its Subsidiaries whichor the Individual Properties, except proceedings that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
would not (iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in ) have a Material Adverse Effect;
(vc) promptly as soon as possible, and in any event within 15 ten days after Borrower knows or has reason to believe that any ERISA Event has occurred or exists with respect to any Plan of Borrower, notice of the occurrence of such ERISA Event and a copy of any report or notice required to be filed with or given to the PBGC by Borrower or an ERISA Affiliate with respect to such ERISA Event;
(d) prompt notice of (i) any Environmental Defect with respect to an Individual Property, (ii) the assertion of any Environmental Claim by any Person against, or with respect to the activities of, Borrower, any of its Subsidiaries or any ERISA Affiliate knows Individual Property and (iii) any alleged violation of or has reason to know that non-compliance with any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC Environmental Laws or any permits, licenses or authorizations, other governmental agency with respect theretothan, and in the case of clause (ii) becoming aware or (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions toiii), any Plan subject to Section 412 of Environmental Claim or alleged violation that, if adversely determined, would not (either individually or in the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4aggregate) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each including copies of the Lenders, describing the notice or action and the nature of the claimed defaultany related Environmental Report;
(viie) receipt of any documents, correspondence or written prompt notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance under any Qualified Lease or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Qualified Ground Lease;
(ixf) any completed sale, encumbrance, refinance or transfer prompt notice of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including ; and
(ig) breach or non-performance of, or any default under, any provision notice of any security issued acquisition of a Real Estate Property by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which within 15 days after such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiariesacquisition; and
, at Lender's request, Borrower shall deliver to Lender, with respect to such Real Estate Property, a brief description and recent photograph, a rent roll summary, a pro forma and historic (xiiiif available) any change in income statement and a summary of 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) key business terms of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Propertyacquisition. Each notice or other document delivered under this Section 9.03 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Entertainment Properties Trust), Credit Agreement (Entertainment Properties Trust)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing any matter that has or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory including any of the following to the Administrative Agent and each of the Lenders, within ten (10) days of extent that any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could such matter would reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including : (i) breach or non-performance of, or any default under, any provision under a Contractual Obligation of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is boundSubsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;
(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 a Material Adverse Effect;
(d) any material change in accounting policies or financial accounting practices, any prior period adjustment or inaccuracy in its SubsidiariesFinancials or Compliance Certificate (other than such occurrences disclosed in the materials which Borrower has made available to Administrative Agent and the Lenders pursuant to the provisions of Section 5.01(d)); and
(xiiie) any change action by a Governmental Authority which seeks to revoke, suspend or not renew any Gaming Authorization except (i) for any non-renewal action, suit or proceeding arising out of Borrower’s or such Affiliate’s voluntary decision not to seek renewal of such Gaming Authorization or (ii) for such action which, individually or in the information provided in the Beneficial Ownership Certification that would aggregate with any other such pending actions, could not reasonably be expected to result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertyMaterial Adverse Effect. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (WMS Industries Inc /De/), Credit Agreement (WMS Industries Inc /De/)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after through the occurrence thereof unless specifically set forth below) Administrative Agent), promptly following obtaining knowledge thereof, written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(viii) promptly and in (A) as soon as possible upon becoming aware of the occurrence of any event within 15 days after (i) ERISA Event or Foreign Plan Event, a written notice specifying the nature thereof, what action the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliate knows Affiliates has taken, is taking or has reason proposes to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken take with respect to such ERISA Event and a copy of thereto and, when known, any notice filed with the PBGC action taken or the IRS pertaining to such ERISA Event and any notices received threatened by the BorrowerIRS, such Subsidiary or such ERISA Affiliate from the Department of Labor, the PBGC or any other governmental agency with respect thereto, ; and (iiB) becoming aware with reasonable promptness, upon Administrative Agent’s request, copies of (1) that there has been an increase in Unfunded each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any Restricted Subsidiary, any of the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates with the IRS with respect to each Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, Plan; (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code all notices received by the Borrower, any of its the Restricted Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is ERISA Affiliates from a party Multiemployer Plan sponsor concerning an ERISA Event; and three (3) copies of such other documents or obligorgovernmental reports or filings relating to any Plan or Pension Plan as Administrative Agent shall reasonably request;
(iv) promptly following receipt thereof, whether as principal copies of (i) any documents described in Section 101(f) of ERISA that the Borrower, any Restricted Subsidiary or suretyany ERISA Affiliate may request with respect to any Plan, and any documents described in 101(k) or 101(l) of ERISA that the Borrower, any Restricted Subsidiary or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the relevant Restricted Subsidiaries or ERISA Affiliates have not requested such default would permit documents or notices from the holder administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such note Restricted Subsidiary or obligation the ERISA Affiliate shall promptly make a request for such documents or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default notices from such administrator or have a Material Adverse Effect, sponsor and the Borrower shall forthwith give written notice thereof provide copies of such documents and notices to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) promptly after receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertythereof; and
(viiiv) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including Effect (i) breach or non-performance of, or any default under, any provision other than in respect of any security issued developments the subject matter of which is covered by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; subclauses (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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 certificationa)(ii)-(iv)).
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 5.02 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Eastman Kodak Co), Credit Agreement (Eastman Kodak Co)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender Lender) prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, the Loan Parties which could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries the Loan Parties (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 fifteen (15) days after (i) the Borrower, Borrower or any of its Subsidiaries or any ERISA Affiliate the Loan Parties knows or has reason to know that any ERISA Event has occurredoccurred that could result in liability to the Borrower or any of the Loan Parties, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such any ERISA Event and any notices received by the Borrower, such Subsidiary Loan Party or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries the Loan Parties of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultLoan Parties;
(viif) receipt any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any documentstermination, correspondence expiration or written notice from any Governmental Authority that regulates the operation loss of any PoolUnencumbered Property where such documentMaterial Agreement that, correspondence in each case, individually or written notice relates in the aggregate, could reasonably be expected to threatened result in a reduction in revenue or actual change Consolidated EBITDA of ten percent (10%) or development that would be materially adverse or otherwise have more on a material adverse effect on consolidated basis from the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyprior Fiscal Year; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, Inc.)
Notices of Material Events. (a) The Borrower will furnish Furnish to the Administrative Agent (and the Administrative Agent shall make available to each Lender prompt Lender) promptly after any a Responsible Officer obtains knowledge (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth but in any event within any time period that may be specified below) written notice of the following:
(ia) the occurrence of any Default or Default, Event of Default, or any “Default” or “Event of Default” as defined in the ABL DIP Credit Agreement;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitration, against orHoldings, to the knowledge of the Borrower, affecting the Borrower or any of its their Subsidiaries whichwould reasonably be expected to have a Material Adverse Effect;
(c) the occurrence of any ERISA Event or Foreign Plan Event that, if adversely determinedindividually or together with all other ERISA Events or Foreign Plan Events that have occurred, would reasonably be expected to have a Material Adverse Effect;
(d) the filing of any Lien for unpaid taxes in excess of $1,000,000;
(e) any change in the Borrower’s chief executive officer or chief financial officer;
(f) any discharge, resignation or withdrawal of the registered public accounting firm (provided that filing an applicable 8-K with the SEC shall satisfy any notice requirements under clause (e) above or this clause (f));
(g) any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Material Adverse Effect, or ;Casualty Event,
(iiih) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves if a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there Beneficial Ownership Certification has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed givendelivered, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:;
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization[reserved]; and
(iij) as soon as available and in any event within 30 days after receipt thereofother development specific to Holdings, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its their Subsidiaries after the Closing Date on any PoolUnencumbered Propertythat is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the material details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Senior Secured Super Priority Debtor in Possession Delayed Draw Term Loan Agreement (Tuesday Morning Corp/De), Debtor in Possession Delayed Draw Term Loan Agreement (Franchise Group, Inc.)
Notices of Material Events. (a) The Promptly after the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of DefaultDefault hereunder;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days occurrence of any judgment not covered by insuranceERISA Event that, whether final alone or otherwisetogether with any other ERISA Events that have occurred, against could reasonably be expected to result in liability of the Borrower or any of its Subsidiaries in an aggregate amount in excess of exceeding $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law5,000,000, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an material increase in Unfunded Pension Liabilities (not taking into account only Plans with negative positive Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, or (2iii) a material increase since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, in potential withdrawal liability under Section 4201 of the existence of any Withdrawal Liability, (3) of the adoption ofERISA, or the commencement arising of contributions topotential withdrawal liability under Section 4201 of ERISA, any Plan subject to Section 412 of the Code by if the Borrower, any of its Subsidiaries or and their respective ERISA Affiliates were to withdraw completely from any ERISA Affiliateand all Multiemployer Plans, or (4) with such notice to include a statement of the adoption of any amendment Borrower setting forth details as to a Plan subject to Section 412 of the Code which results events described in a material increase in contribution obligations of the Borrowerforegoing clauses (i), any of its Subsidiaries or any ERISA Affiliate;
(viii) and (iii) (as applicable) and the occurrence of any Default or Event of Defaultaction, or the receipt by if any, that the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation proposes to which or take with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertythereto; and
(viiid) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Notices of Material Events. (a) The Lead Borrower will furnish or caused to be furnished to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the followingfollowing promptly after any Responsible Officer of Lead Borrower obtains actual knowledge thereof:
(ia) the occurrence of any Default or Event of Default, specifying the nature and extent thereof;
(iib) the filing or commencement of, or any material development inwritten threat or notice of 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 arbitrator or Governmental Authority Authority, against or, to the knowledge of the Borrower, affecting the Borrower any Loan Party or any of its Subsidiaries whichSubsidiaries, if adversely determinedin each case as could reasonably be expected to have a Material Adverse Effect;
(c) the occurrence of any ERISA Event (or any similar event with respect to a Foreign Plan) that, together with all other ERISA Events (or other similar events with respect to Foreign Plans) that have occurred, could reasonably be expected to result in a Material Adverse Effect, or liability of any Loan Party in an aggregate amount exceeding the Threshold Amount;
(iiid) written noticepromptly after the same become publicly available, in form copies of all periodic and detail reasonably satisfactory to the Administrative Agent other reports, proxy statements and each of the Lenders, within ten (10) days of other materials filed by any judgment not covered by insurance, whether final or otherwise, against the Borrower Loan Party or any of its Subsidiaries in an amount in excess with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of $10,000,000.00the functions of said Commission, or with any national securities exchange, or distributed by any Loan Party to its shareholders generally, as the case may be;
(ive) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and;
(xiiif) any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.therein;
(bg) The Borrower will furnish if, prior to the Administrative Agent and each Lender Permanent Borrowing Base Trigger, the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records Parties’ combined liquidity (including unrestricted cash and Cash Equivalents and availability under the establishment of any such new office or facility), (iiiRevolving Facility) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organizationfalls below $50,000,000 for two consecutive Business Days; and
(h) promptly after the furnishing, receipt or execution thereof, copies of (i) any amendment, waiver, consent or other written modification of the R▇▇▇▇▇▇▇▇ Factoring Agreement and (ii) as soon as available and in any event within 30 days after receipt thereof, a copy notice of any environmental report or site assessment obtained by or for the Borrower default or any notice related to the exercise of its Subsidiaries after remedies under the Closing Date on any PoolUnencumbered PropertyR▇▇▇▇▇▇▇▇ Factoring Agreement. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer of Lead Borrower or other executive officer of Lead Borrower setting forth the details of the event or development requiring such notice and, in the case of any such notice under clause (a), (b), (c), (e), (f) or other document and (h)(ii), any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Steven Madden, Ltd.), Credit Agreement (Steven Madden, Ltd.)
Notices of Material Events. (a) The Borrower Agent will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Parent or any Borrower, affecting the Borrower Parent or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written noticepromptly after becoming aware thereof, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower Parent or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the BorrowerParent, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower Parent describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the BorrowerParent, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the BorrowerParent, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the BorrowerParent, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Parent;
(vie) promptly after becoming aware thereof, the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower Parent or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Parent or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective its Subsidiaries;
(xf) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the occurrence aggregate, could reasonably be expected to result in a reduction in revenue or Consolidated EBITDA of the Loan Parties of 10% or more on a Material Acquisitionconsolidated basis from the prior Fiscal Year;
(xig) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(bh) The Borrower Agent will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior theretobefore (or such shorter period as shall be agreed by the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Tessco Technologies Inc), Credit Agreement (Tessco Technologies Inc)
Notices of Material Events. (a) The Borrower will shall promptly furnish to the Administrative Agent and each Lender prompt (not or cause to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) be furnished to Lender written notice of the following:
(ia) the occurrence of (i) any Default or Default, Event of Default;
, Collateral Event of Default, Early Collar Termination Event or Potential Adjustment Event, (ii) the filing any transaction or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichevent that, if adversely determinedconsummated, would constitute a Change of Control, (iii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, Effect or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence receipt of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to governmental investigation or any Environmental Liabilitylitigation commenced or threatened against Borrower;
(b) the imposition of any Transfer Restriction on any of the Collateral, or (iv) becomes aware of any basis for any Environmental Liabilitytransaction or event that, in each case whichif consummated, involves a Poolan Unencumbered Propertyeffected or completed, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effectany such imposition;
(vc) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, Lien (3other than Permitted Liens) or the making or assertion of any claim against any of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA AffiliateCollateral;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiid) any change in the information provided in the Beneficial Ownership Certification delivered to Lender that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.;
(be) The 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 will furnish to and its Subsidiaries in an aggregate amount exceeding $50,000; or
(f) the Administrative Agent and each Lender acquisition by Borrower or any Affiliate thereof of any Shares following the following:
date hereof. In addition, (i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on (but in any PoolUnencumbered Propertyevent, no later than ten Business Date after the Closing Date), Borrower shall provide Lender with evidence that the Schedule of Payments was registered with the Central Bank of Brazil and (ii) Borrower shall furnish to Lender at least five (5) Business Days’ prior written notice of any proposed amendment to its Organization Documents. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Loan Agreement (Marfrig Alimentos S.A.), Loan Agreement (Marfrig Alimentos S.A.)
Notices of Material Events. (a) The Parent and the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth but in any event within any time period that may be specified below) written notice of the following:
(ia) the occurrence of any Event of Default or Event Default and of Defaultany other development (financial or otherwise) that results, or could reasonably be expected to result, in a Material Adverse Effect, in each case, of which any member of executive management has actual knowledge;
(iib) the filing occurrence of any casualty or other insured damage to any assets of a Borrowing Base Party or the commencement of, of any action or proceeding for the taking of any material development in, any action, suit assets of a Borrowing Base Party or interest therein under power of eminent domain or by condemnation or similar proceeding by or before any arbitrator or Governmental Authority against or, which would reasonably be expected to result in a Prepayment Event;
(c) to the knowledge of the Borrower, affecting the Borrower extent any such matter has resulted or any of its Subsidiaries which, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect, receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary;
(iiid) written noticeupon any Authorized Officer’s knowledge thereof, in form and detail reasonably satisfactory to the Administrative Agent and each any Lien (other than Permitted Liens) or claim made or asserted against any of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered PropertyCollateral; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xiie) within five (5) Business Days of becoming aware receipt thereof, any other development that results in, and all default notices received under or could reasonably be expected with respect to result in, a Material Adverse Effect, including any leased location or public warehouse where Collateral is located;
(if) breach any material change in accounting or non-performance of, or any default under, any provision of any security issued financial reporting practices by the Borrower or any of its Subsidiaries or Subsidiaries;
(g) the occurrence of any agreementERISA Event that, instrument alone or together with any other undertaking ERISA Events that have occurred, could reasonably be expected to which such Person is a party or by which it or any result in liability of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Loan Parties and their Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiariesin an aggregate amount exceeding $5,000,000; and
(xiiih) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible an Authorized Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Amendment No. 5 (Superior Energy Services Inc), Credit Agreement (Superior Energy Services Inc)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichthat (i) seeks injunctive or similar relief, if adversely determined(ii) alleges potential or actual violations of any Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (iii) would, could either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultits Subsidiaries;
(viif) receipt any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any documentstermination, correspondence expiration or written notice from any Governmental Authority that regulates the operation loss of any PoolUnencumbered Property where such documentMaterial Agreement that, correspondence individually or written notice relates in the aggregate, could reasonably be expected to threatened result in a reduction in Consolidated EBITDA of 10% or actual change or development that would be materially adverse or otherwise have more on a material adverse effect on consolidated basis from the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyprior Fiscal Year; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Ensign Group, Inc), Credit Agreement (Ensign Group, Inc)
Notices of Material Events. (a) The Borrower Borrowers will furnish by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or by email in accordance with Section 11.1 to the Administrative Agent and (for prompt delivery to each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth belowLender) written notice of the following, promptly after any Responsible Officer of any Borrower has knowledge thereof:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the any Borrower, affecting the any Borrower or any of its Subsidiaries Restricted Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the any Borrower or any of its Subsidiaries Restricted Subsidiary (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the any Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the such Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS Internal Revenue Service pertaining to such ERISA Event and any notices received by the such Borrower, such Subsidiary Subsidiary, or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, or (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the any Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the any Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the any Borrower or any of its Subsidiaries Restricted Subsidiary of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Material Indebtedness of any Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultRestricted Subsidiary;
(viif) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto, and, in the occurrence of an event described in subsection (d) above, a copy of any notice filed with the PBGC or the Internal Revenue Service pertaining to such ERISA Event and any notices received by such Borrower, Subsidiary, or ERISA Affiliate from the PBGC or any other governmental agency with respect thereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Buckeye Partners, L.P.), Revolving Credit Agreement (Buckeye Partners, L.P.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
: (ia) the occurrence of any Default or Event of Default;
; (iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting Holdings, the Borrower or any of its Subsidiaries Restricted Subsidiaries, in each case, which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
; (iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which Holdings, the Borrower or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
; (vd) promptly and in any event within 15 days after (i) Holdings, the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurredoccurred that could reasonably be expected to result in a Material Adverse Effect, a certificate of the chief financial officer a Responsible Officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, thereto and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence incurrence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 Title IV of the Code ERISA by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 Title IV of the Code which results ERISA which, in a material increase in contribution obligations of the Borrowereach case, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a detailed written statement of description thereof from a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.Borrower;
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.)
Notices of Material Events. (a) The Lead Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the followingoccurrence of any of the following after any Responsible Officer of the Lead Borrower obtains knowledge thereof:
(ia) the occurrence of any A Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;
(iib) the The filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge or affecting any Loan Party or any Subsidiary of the Borrower, affecting the Lead Borrower or any of its Subsidiaries whichthat, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vc) promptly and The occurrence of an ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in any event within 15 days after (i) a liability to the BorrowerParent, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party ERISA Affiliates in excess of $25,000,000 or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and;
(xiii) 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.Any development that results in a Material Adverse Effect;
(be) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any Any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, officer or any office in which it maintains books or records chief financial officer;
(including the establishment of any such new office or facility), (iiif) Any material change in any Loan Party’s identity financial reporting practices;
(g) Any strikes, lockouts or legal structure, (iv) in slowdowns against any Loan Party’s federal taxpayer identification number or organizational number or Party which would reasonably be expected to result in a Material Adverse Effect;
(vh) in The filing of any Lien for unpaid Taxes against any Loan Party’s jurisdiction Party in excess of organization$5,000,000;
(i) The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and
(iij) as soon as available and Any casualty or other insured damage to any portion of the Collateral included in any event within 30 days after receipt thereofthe Tranche A Borrowing Base or the Tranche A-1 Borrowing Base in excess of $5,000,000, a copy or the commencement of any environmental report action or site assessment obtained by or proceeding for the Borrower taking of any interest in a portion of the Collateral included in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base in excess of $5,000,000 or any part thereof or interest therein under power of its Subsidiaries after the Closing Date on any PoolUnencumbered Propertyeminent domain or by condemnation or similar proceeding. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice or other document and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vid) the occurrence of any Default environmental event that, alone or Event together with any other environmental events that have occurred, could reasonably be expected to result in liability of Default, or the receipt by the Borrower or any of and its Subsidiaries of any written notice of in an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyaggregate amount exceeding $1,000,000; and
(viiie) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Section 8.1(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 12.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent if the Administrative Agent requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Section 8.1(c) to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.10); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
Appears in 1 contract
Notices of Material Events. (a) The MLP and the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting the MLP, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written notice, in form if and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of when any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries ERISA Affiliate (i) fails gives or is required to comply give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Environmental Law Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to obtaingive notice of any such reportable event, maintain a copy of the notice of such reportable event given or comply with any permit, license or other approval required under any Environmental Law, to be given to the PBGC; (ii) becomes subject to receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Environmental LiabilityMultiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of any claim with ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect to any Environmental Liabilityof, or appoint a trustee to administer any Plan, a copy of such notice; (iv) becomes aware applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multi-Employer Plan or in respect of any basis for Benefit Arrangement or makes any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, amendment to any Plan or either individually Benefit Arrangement which has resulted or could reasonably be expected to result in the aggregateimposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), including together with a certified copy of such amendment;
(f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect:
(i) breach the receipt by the MLP (or non-performance ofits general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability;
(ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any default underEnvironmental Liability pending or threatened against the MLP, any provision of any security issued by the Borrower or any of its Subsidiaries their Subsidiaries; or
(iii) any release, emission, discharge or disposal of any agreementHazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its their Subsidiaries; and
(xiiig) any change Any substitution for or replacement of the Series 2010A Initial Letter of Credit by a Substitute Credit Facility (as defined in the information provided Series ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) shall be effectuated by the Borrower in accordance with the Beneficial Ownership Certification that would result in a change applicable provisions of the Series 2010A Lease Agreement, the Series ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Series 2010A Initial Letter of Credit, and, without limitation to the list foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of beneficial owners identified in parts (c) the Series 2010A Lease Agreement, the Series ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or (d) the Series 2010A Initial Letter of Credit with respect to such certificationreplacement or substitution.
(bh) The Any substitution for or replacement of the Series 2010B Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2010B Indenture) shall be effectuated by the Borrower will furnish in accordance with the applicable provisions of the Series 2010B Lease Agreement, the Series 2010B Indenture and the Series 2010B Initial Letter of Credit, and, without limitation to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior theretoforegoing, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower shall provide to the Issuing Bank all notices required or any contemplated to be given by the Borrower to the Issuing Bank under the terms of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertySeries 2010B Lease Agreement, the Series 2010B Indenture or the Series 2010B Initial Letter of Credit with respect to such replacement or substitution. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a1) The Borrower will furnish to the Administrative Agent and for delivery to each Lender prompt (and, in any event, not to exceed five later than three (53) Business Days after the occurrence thereof unless specifically set forth belowa Responsible Officer becomes aware thereof) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Holdings or the Borrower, affecting Holdings, the Borrower or any of its their respective Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower Holdings or any of its Subsidiaries (iA) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) becomes subject to any Environmental Liability, (iiiC) receives notice of any claim with respect to any Environmental Liability, or (ivD) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (iA) the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer a Responsible Officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the BorrowerHoldings, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (iiB) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Borrower;
(vie) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower Holdings or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Material Indebtedness of Holdings or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective its Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xif) any change material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereofaggregate, any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect, including (i) breach reduction in revenue of the Loan Parties of 10% or non-performance of, or any default under, any provision of any security issued by more on a consolidated basis from the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; andprior Fiscal Year;
(xiiig) 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 and (d) of such certification;
(h) any amendment, waiver, supplement, or other modification of any Subordinated Debt Document or Note Document; and (ix) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.
(b2) The Borrower will furnish to the Administrative Agent and each Lender the following:
(ia) promptly and in any event at least 30 days prior theretothereto (or such later date as agreed in writing by the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and;
(iib) promptly and in any event within 30 days after receipt thereof: (x) each actuarial report for each Insurance Subsidiary; and (y) each audit of an Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and (iii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower Holdings or any of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertyReal Estate.
(3) The Borrower shall promptly (and in any event within 7 days) notify the Administrative Agent of the formation or acquisition of any Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any Subsidiary of the Borrower has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Term Loan Agreement (Root, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit suit, Proceeding, audit, survey, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower Holdings or any of its Subsidiaries whichthat (i) seeks injunctive or similar relief, if adversely determined(ii) seeks to impose civil monetary penalties or immediate jeopardy findings, could (iii) alleges potential or actual violations of any Health Care Law by Holdings or any of its Subsidiaries or any of its Licensed Personnel or (iv) places at risk of revocation, limitation, or other negative impact on any Health Care Permits or Third Party Payor Authorizations, in each case, which would, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower Holdings or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate (i) knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the BorrowerHoldings, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware knows (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Pension Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Pension Plan subject to Section 412 of the Code by the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Pension Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the Borrower Holdings or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Material Indebtedness of Holdings or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective its Subsidiaries;
(xf) any termination, expiration or loss of any Material Agreement that, individually or in the occurrence aggregate, could reasonably be expected to result in a reduction in Consolidated EBITDA of 10% or more on a Material Acquisitionconsolidated basis from the prior Fiscal Year;
(xig) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiih) 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.
(b) therein. The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (PACS Group, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000;
(i) the receipt by the Borrower or any Insurance Subsidiary of any notice from any Governmental Authority of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or suspend, any License now or hereafter held by any Insurance Subsidiary which is required to conduct insurance business in compliance with all applicable laws and regulations, other than such expiration, revocation or suspension which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ii) the receipt of any notice from any Governmental Authority of the institution of any disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (iii) any judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which could reasonably be expected to have a Material Adverse Effect;
(ve) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written noticethe occurrence of any (i) ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in form and detail reasonably satisfactory to the Administrative Agent and each liability of the LendersBorrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within ten the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(10d) days except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of any judgment not covered by insurance, whether final or otherwise, against the registration of the Borrower or any of its Subsidiaries in as an amount in excess investment adviser under the Investment Advisers Act of $10,000,000.00;
(iv) the occurrence 1940, as amended, or any cancellation or expiration without renewal of any event material investment advisory agreement or any other development by similar contract to which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves is a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effectparty;
(ve) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC material change in accounting policies or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt financial reporting practices by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default Subsidiary (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultthan changes in GAAP);
(viif) receipt of any documents, correspondence announcement by M▇▇▇▇’▇ or written notice from any Governmental Authority that regulates the operation S&P of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have in a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered PropertyDebt Rating; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including Effect (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) any change excluding changes 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facilitygeneralized market conditions), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender Lender) prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower Parent or any of its Subsidiaries which, if adversely determined, which could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower Parent or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 fifteen (15) days after (i) the BorrowerParent, any of its Subsidiaries or any an ERISA Affiliate knows or has reason to know that any ERISA Event has occurredoccurred that could result in material liability to the Borrower or any of the Loan Parties, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such any ERISA Event and any notices received by the Borrower, such Subsidiary Loan Party or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, ; and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries Loan Parties or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the Borrower Parent or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Parent or any of their respective Subsidiaries is a party or obligor, whether as principal or suretyits Subsidiaries;
(f) promptly, and such default in any event within ten (10) Business Days (i) after any Material Agreement is terminated or cancelled, expires and is not renewed or is amended in a manner that is materially adverse to Parent or a Subsidiary, as the case may be, or (ii) any new Material Agreement, the termination of which would permit the holder of such note or obligation or other evidence of indebtedness reasonably be likely to accelerate the maturity thereof, which acceleration would either cause a Default or have result in a Material Adverse Effect, the Borrower shall forthwith give is entered into, a written notice thereof statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the Administrative Agent extent such delivery is permitted by the terms of any such Material Agreement; provided, no such prohibition on delivery shall be effective if it were bargained for by Parent or its applicable Subsidiary with the intent of avoiding compliance with this Section 5.2(f)), and each an explanation of the Lenders, describing the notice or action and the nature of the claimed default;any actions being taken with respect thereto
(viig) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiih) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will shall furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) Bank written notice of the following:
(ia) as soon as possible and in any event within three (3) Business Days after the Borrower or any other Credit Party obtains knowledge thereof, the occurrence of any Default or Event of Default;
(iib) as soon as possible and in any event within three (3) Business Days after the Borrower or any other Credit Party obtains knowledge thereof, the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vc) promptly and in any event within 15 days five (5) Business Days after (i) the Borrower, any of its Subsidiaries Borrower or any ERISA Affiliate knows or has reason to know that other Credit Party obtaining knowledge thereof, the occurrence of any ERISA Event has that, alone or together with any other ERISA Events that have occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed would reasonably be expected to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase result in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations liability of the Borrower, any of its Subsidiaries or any its ERISA AffiliateAffiliates in an aggregate amount exceeding $50,000,000;
(vid) promptly after the occurrence furnishing thereof, copies of any Default statement or Event report furnished to any holder of Default, or the receipt by the Borrower debt securities of any Credit Party or any of its Subsidiaries Subsidiary thereof pursuant to the terms of any written notice of an alleged default indenture, loan or event of default (whether credit or similar agreement and not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation otherwise required to which or with respect be furnished to which the Borrower, any PoolUnencumbered Property Owner Banks pursuant to Section 8.01 or any other clause of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultthis Section 8.02;
(viie) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Leasepromptly, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) in any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) event within five (5) Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of becoming aware each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof;
(f) promptly, all title or other information received after the Closing Date by any Credit Party which discloses any material defect in the title to any material asset included in the Borrowing Base;
(g) promptly upon the Borrower or any other Credit Party obtaining knowledge thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiih) any change in the information provided in the any relevant Beneficial Ownership Certification delivered hereunder that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Fifth Amended and Restated Credit Agreement (Vital Energy, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(b) any (i) default or event of default of the Borrower or any of its Subsidiaries under any provision of any security issued by the Borrower or of any agreement, instrument or other undertaking to which the Borrower is a party or by which it or any of its property is bound or (ii) litigation, investigation or proceeding which may exist at any time between the filing or commencement of, Borrower or any material development in, any action, suit or proceeding by or before of its Subsidiaries and any arbitrator or Governmental Authority against orAuthority, which in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to the knowledge of the Borrower, have a Material Adverse Effect;
(c) any litigation or proceeding affecting the Borrower or any of its Subsidiaries whichor any “affiliated person” of the Borrower or any of its Subsidiaries within the meaning of the Investment Company Act instituted by a shareholder of the Company or otherwise styled as a shareholder derivative action, if adversely determinedin any amount, or any other type of litigation or proceeding in which the amount involved is $100,000 or more and not covered by insurance or in which injunctive or similar relief is sought and which could reasonably be expected to have a Material Adverse Effect;
(d) 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, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each liability of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an aggregate amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect;
(ve) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(bf) The Borrower will furnish any development, action, circumstance or event that would have been required to be disclosed pursuant to Section 3.11 hereof had such matter existed on the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice date of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Propertythis Agreement. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Manhattan Bancorp)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed written notice within five (5) Business Days after of its knowledge of the occurrence thereof unless specifically set forth below) written notice of any of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that alone, or together with any other development by which ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or its Subsidiaries in an aggregate amount exceeding $250,000;
(d) any investigation of the Borrower or any Subsidiary by any Governmental Authority having regulatory authority over the Borrower or any such Subsidiary (other than routine examinations of its Subsidiaries the Borrower and/or any such Subsidiary) to the extent that such Governmental Authority has consented to the giving of such notice (iif the consent of such Governmental Authority is required for the Borrower to give such notice) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateif adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (ie) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy issuance of any notice filed with the PBGC cease and desist order (whether written or the IRS pertaining to such ERISA Event and any notices received oral), written agreement, cancellation of insurance or other public or enforcement action by the Borrower, such Subsidiary FDIC or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries Subsidiary;
(f) the issuance of any written notice informal enforcement action, including, without limitation, a memorandum of an alleged default understanding or event of default (whether proposed disciplinary action by or not constituting an Event of Default) under this Agreement or under from any note, evidence of indebtedness, indenture or other obligation to which or with respect to which Governmental Authority having regulatory authority over the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries Subsidiary, to the extent that the Borrower or any such Subsidiary is a party permitted to disclose such information (provided that the Borrower shall take all reasonable efforts to obtain any necessary regulatory consents) which results in or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness could reasonably be expected to accelerate the maturity thereof, which acceleration would either cause a Default or have result in a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(viig) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto; and
(h) any change of any member of Senior Management by the Borrower or any Financial Institution Subsidiary, other than changes in connection with the SmartFinancial Merger pursuant to the Merger Agreement.
Appears in 1 contract
Sources: Loan Agreement (Smartfinancial Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental US-DOCS\151470090.12 Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichthat (i) seeks injunctive or similar relief, if adversely determined(ii) alleges actual or threatened violations of any Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (iii) would, could in the case of clause (i) or (ii), either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultits Subsidiaries;
(viif) receipt any termination, expiration or loss of any documentsMaterial Agreement that, correspondence individually or written notice in the aggregate, would reasonably be expected to result in a reduction in Consolidated EBITDA of 10% or more on a consolidated basis from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyprior Fiscal Year; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Lead Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the followingoccurrence of any of the following after any Responsible Officer of the Lead Borrower obtains knowledge thereof:
(ia) the occurrence of any A Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;
(iib) the The filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge or affecting any Loan Party or any Restricted Subsidiary of the Borrower, affecting the Lead Borrower or any that has a reasonable likelihood of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form adverse determination and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could such adverse determination would reasonably be expected to result in a Material Adverse Effect;
(vc) promptly and in any event within 15 days after (i) the Borrower, any The occurrence of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any an ERISA Event has that, alone or together with any other ERISA Events that have occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed would reasonably be expected to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase result in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(viid) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other Any development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and;
(xiiie) any Any material 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) financial reporting practices which changes in any material respect the calculation of the Borrowing Base or the Consolidated Fixed Charge Coverage Ratio (or, in each case, any of the component definitions thereof);
(f) The filing of any Lien for unpaid Taxes against any Loan Party’s chief executive office, Party in excess of $15,000,000;
(g) The discharge by any Loan Party of its principal place of business, present independent accountants or any office in which it maintains books withdrawal or records (including the establishment of any resignation by such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organizationindependent accountants; and
(iih) as soon as available and Any casualty or other insured damage to any portion of the Collateral included in any event within 30 days after receipt thereof, a copy the Borrowing Base in excess of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property$15,000,000. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice or other document and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower Guarantor will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(a) if and when any member of the ERISA Group (i) gives or is required to give notice to the occurrence PBGC of any Default "reportable event" (as defined in Section 4043 of ERISA) (other than such event as to which the 30-day notice requirement is waived) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or Event knows that the plan administrator of Default;
any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the filing or commencement PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any material development inPlan, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge a copy of such notice; (iv) applies for a waiver of the Borrowerminimum funding standard under Section 412 of the Code, affecting a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the Borrower PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of its Subsidiaries which, if adversely determined, any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security in an amount that could reasonably be expected to result in have a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer or the chief accounting officer of the Borrower describing Guarantor setting forth details as to such ERISA Event occurrence and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with which the PBGC Guarantor or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) applicable member of the existence of any Withdrawal Liability, (3) of the adoption of, ERISA Group is required or the commencement of contributions to, any Plan subject proposes to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertytake; and
(viiib) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Guarantor setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the any Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Parent and its Subsidiaries in an aggregate amount exceeding $5,000,000;
(vd) promptly the receipt by the Parent or any Subsidiary of any notice from any Governmental Authority, trustee or actuary in relation to any non-compliance with any laws, regulations and rules applicable to any Foreign Pension Plan, including funding requirements and the respective requirements of the governing documents for such Foreign Pension Plan, which could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount which, either alone or with any event within 15 days after other such events which have occurred, exceeds $5,000,000;
(i) the Borrower, receipt by any of its Subsidiaries Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy Insurance Subsidiary of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) Governmental Authority of the existence of any Withdrawal Liabilityexpiration without renewal, (3) of the adoption revocation or suspension of, or the commencement institution of contributions toany proceedings to revoke or suspend, any Plan subject License now or hereafter held by any Insurance Subsidiary which is required to Section 412 of conduct insurance business in compliance with all applicable laws and regulations, other than such expiration, revocation or suspension which, individually or in the Code by the Borroweraggregate, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment could not reasonably be expected to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, (ii) the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates of the operation institution of any PoolUnencumbered Property where such documentdisciplinary proceedings against or in respect of any Insurance Subsidiary, correspondence or written notice relates the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on Material Adverse Effect or (iii) any judicial or administrative order limiting or controlling the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant insurance business of any PoolUnencumbered PropertyInsurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which could reasonably be expected to have a Material Adverse Effect; and
(viiif) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Parent setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Argo Group International Holdings, Ltd.)
Notices of Material Events. (a) The MLP and the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting the MLP, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written notice, in form if and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of when any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries ERISA Affiliate (i) fails gives or is required to comply give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Environmental Law Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to obtaingive notice of any such reportable event, maintain a copy of the notice of such reportable event given or comply with any permit, license or other approval required under any Environmental Law, to be given to the PBGC; (ii) becomes subject to receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Environmental LiabilityMultiemployer Plan is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of any claim with ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect to any Environmental Liabilityof, or appoint a trustee to administer any Plan, a copy of such notice; (iv) becomes aware applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any basis for Benefit Arrangement or makes any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, amendment to any Plan or either individually Benefit Arrangement which has resulted or could reasonably be expected to result in the aggregateimposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), including together with a certified copy of such amendment; and
(f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect:
(i) breach the receipt by the MLP (or non-performance ofits general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability;
(ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any default underEnvironmental Liability pending or threatened against the MLP, any provision of any security issued by the Borrower or any of its Subsidiaries their Subsidiaries; or
(iii) any release, emission, discharge or disposal of any agreementHazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its their Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will shall promptly (and, in any event, not later than three (3) Business Days after a Responsible Officer becomes aware thereof) furnish to the Administrative Agent and Agent, for delivery to each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) Lender, written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Holdings or the Borrower, affecting Holdings, the Borrower or any of its their respective Subsidiaries which, if adversely determined, could which would reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower Holdings or any of its Subsidiaries (iA) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) becomes subject to any Environmental Liability, (iiiC) receives notice of any claim with respect to any Environmental Liability, Liability or (ivD) becomes aware of any basis for any Environmental Liability, in each case case, which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(viv) promptly promptly, and in any event within 15 days after (iA) the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer a Responsible Officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the BorrowerHoldings, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, thereto and (iiB) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, Affiliate or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the BorrowerHoldings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Borrower;
(viv) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower Holdings or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Material Indebtedness of Holdings or any of their respective Subsidiaries is its Subsidiaries;
(vi) any material amendment or modification to any Material Agreement (together with a party or obligor, whether as principal or suretycopy thereof), and such default prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, would permit the holder of such note or obligation or other evidence of indebtedness reasonably be expected to accelerate the maturity thereof, which acceleration would either cause result in a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each reduction in revenue of the Lenders, describing Loan Parties of ten (10%) or more on a consolidated basis from the notice or action and the nature of the claimed defaultprior Fiscal Year;
(vii) receipt [reserved];
(viii) any amendment, waiver, supplement, or other modification of any documents, correspondence Subordinated Debt Document or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property▇▇▇▇ ▇▇▇▇ Debt Document; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will shall furnish to the Administrative Agent and Agent, for delivery to each Lender Lender, the following:
(i) promptly promptly, and in any event at least 30 days prior theretothereto (or such later date as agreed to in writing by the Administrative Agent and the Required Lenders), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, structure or (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization;
(ii) promptly, and in any event within 30 days after receipt thereof: (x) each actuarial report for each Insurance Subsidiary; and (y) each audit of an Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and
(iiiii) as soon as available available, and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or prepared for the Borrower Holdings or any of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertyReal Estate.
(c) The Borrower shall promptly (and in any event within 7 days) notify the Administrative Agent of the formation or acquisition of any Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any Subsidiary of the Borrower has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the reasonable details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect and (ii) to the extent clause (i) above does not apply, promptly, and in any event no later than thirty days following receipt thereof, copies of all material written communications amending, modifying or affecting any material Governmental Approval then required to be in effect in a manner that could have a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, Liability and in each case whichof the preceding clauses, involves a Poolan Unencumbered Property, or either which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vid) the occurrence of any Default ERISA Event that alone, or Event together with any other ERISA Events that have occurred, since the Closing Date, could reasonably be expected to result in liability of Defaultthe Borrower and its Subsidiaries in an aggregate amount exceeding the Designated Threshold;
(e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default default, in respect of (whether or not constituting an Event a) any Indebtedness under the Senior Note Documents, unless irrevocable notice of Defaultrepayment has been sent to the holders of the Senior Notes and (ii) under this Agreement or under any note, evidence other Indebtedness of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective its Subsidiaries is in excess of the Designated Threshold;
(f) the occurrence of any material default under any Service Agreement with a party Shipper or obligor, whether as principal any action or surety, and such inaction by itself or any Shipper which but for the lapse of time or the giving of notice or both would become a material default would permit the holder of such note or obligation or other evidence of indebtedness under its Service Agreement which could reasonably be expected to accelerate the maturity thereof, which acceleration would either cause a Default or have result in a Material Adverse Effect, accompanied by a written statement of a Responsible Officer which sets forth, so far as is known to such officer, the relevant details of such default, action or inaction and any action the Borrower shall forthwith give written notice thereof or the Shipper has taken or proposes to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaulttake with respect thereto;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viiig) the occurrence of any material default under the Joint Facilities Operating Agreement or any action or inaction by itself or any counterparty thereto which but for the lapse of time or the giving of notice or both would become a material default under the Joint Facilities Operating Agreement which could reasonably be expected to result in a Material Adverse Effect, accompanied by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part written statement of a Fee Owner Responsible Officer which sets forth, so far as is known to such officer, the relevant details of such default, action or inaction and any action the Borrower or any counterparty thereto has taken or proposes to take with respect thereto;
(h) to the extent clause (f) or (g) above does not apply, any material dispute between the Borrower or any Subsidiary and any other Person party to a Project Agreement which could reasonably be performed expected to result in a Material Adverse Effect, accompanied by a written statement of a Responsible Officer which sets forth, so far as is known to such officer, the relevant details of such dispute and any action the Borrower or observed under a Ground Leasesuch Subsidiary or such other Person has taken or proposes to take with respect thereto;
(i) to the extent clause (f), (g) or (h) above or Section 5.15 does not apply, promptly, and the Borrower will promptly deliver to the Administrative Agent in any event no later than thirty days following receipt thereof, copies of all material notices, certificates, requests, demands and other instruments written notices of default received from or given by a Fee Owner to the Borrower or a Poolan Unencumbered Property Owner Subsidiary under a Ground Lease;any Project Agreement or the PXP Precedent Agreement; and
(ixj) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan an Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Unencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Unencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Unencumbered Property, Borrower, Guarantor, PoolUnencumbered Unencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Unencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan an Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Unencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender reasonably prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice (given in no event later than 5 Business Days) of the following:
(ia) after a Responsible Officer of the Borrower knows thereof, the occurrence of any Default or Event of Default;
(iib) after a Responsible Officer of the Borrower knows thereof, the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator arbitrator, court or other Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries Subsidiary which, if adversely determineddetermined (but excluding any action, could suit or proceeding where the Borrower’s management has determined in good faith after reasonable inquiry that the likelihood of any adverse determination that would have a Material Adverse Effect is remote), is reasonably be expected likely to result in a Material Adverse Effect, or ;
(iiic) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each after a Responsible Officer of the LendersBorrower knows thereof, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, and in each case whichof the preceding clauses, involves a Poolan Unencumbered Property, or either which individually or in the aggregate, could aggregate is reasonably be expected likely to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vid) the occurrence of any Default or ERISA Event of Defaultthat alone, or together with any other ERISA Events that have occurred, is reasonably likely to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000;
(e) the effectiveness of any material amendment, modification or supplement to the Indenture;
(f) the receipt by the Borrower or any of its Subsidiaries of any written notice or claim asserting the existence or occurrence of an alleged default (i) any default, breach, or event violation of default (whether the terms of the Indenture or not constituting an Event of Default) under this Agreement any other indenture, mortgage, loan or under any notecredit agreement, evidence of indebtednesslease or financing arrangement, indenture or other obligation to which material agreement or instrument, in any case where the Indebtedness associated with respect to which the Borrowerany such agreement or instrument exceeds $10,000,000, or (ii) any PoolUnencumbered Property Owner event or any of their respective Subsidiaries is a party condition that would require or obligor, whether as principal or surety, and such default would permit the holder of such note any Indebtedness of the Borrower or obligation any of its Subsidiaries in an amount greater than $10,000,000 to exercise its rights to require the repayment, redemption or repurchase, or other evidence acquisition of indebtedness such Indebtedness by the Borrower or any of its Subsidiaries prior to accelerate the scheduled maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could is reasonably be expected likely to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth but in any event within any time period that may be specified below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, receipt of any written notice of any investigation by a Governmental Authority or any material development in, any action, suit litigation or proceeding commenced or threatened in writing against any Loan Party or the occurrence of any other event, if the same would be reasonably likely to have a Material Adverse Effect;
(c) any material change in accounting or financial reporting practices by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary;
(d) the occurrence of its Subsidiaries whichany ERISA Event that, if adversely determinedalone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each liability of the LendersLoan Parties and their Subsidiaries, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against if the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails same would be reasonably likely to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect;
(ve) promptly within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendment;
(f) any notice of default under, or other material notice under, or any amendment that is adverse to the Lender pursuant to the terms of, any Material Contract and any renewal of, or any termination or expiration of, any Material Contract;
(g) any significant adverse change in any event within 15 days after (i) the Borrower, any of its Subsidiaries ’s or any ERISA Affiliate knows Subsidiary’s relationship with (A) any customer (or has reason to know that any ERISA Event has occurred, a certificate related group of customers) representing more than 25% of the chief financial officer Borrower’s consolidated revenues during its most recent fiscal year, or (B) any supplier that is material to the operations of the Borrower describing such ERISA Event and the actionits Subsidiaries considered as an entirety, if anywhich, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by in each case, in the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject ’s reasonable judgment would be reasonably likely to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(viih) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including .
(i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section (i) shall be in writing and (ii) shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Resolute Holdings Management, Inc.)
Notices of Material Events. (a) The Borrower will Each Loan Party and the Parent shall furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or of any material development in, any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower Parent, any Loan Party or any of its Subsidiaries whichGroup Subsidiary, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in material liability to any of the Loan Parties or their ERISA Affiliates;
(d) notice of any action arising under any Environmental Law or of any noncompliance by the Parent, any Loan Party or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply Group Subsidiary with any Environmental Law or to obtain, maintain or comply with any permit, approval, license or other approval authorization required under any Environmental Lawthereunder that, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateif adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ve) promptly and any material change in any event within 15 days after (i) accounting or financial reporting practices by the BorrowerParent, any of its Subsidiaries Loan Party or any ERISA Affiliate knows Group Subsidiary;
(f) any change in the credit ratings from a credit rating agency, or has reason to know that any ERISA Event has occurred, the placement by a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy credit rating agency of any notice filed Loan Party on a “CreditWatch” or “WatchList” or any similar list, in each case with the PBGC negative implications, or the IRS pertaining to such ERISA Event and any notices received cessation by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental a credit rating agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or its intent to cease, the commencement rating of contributions tothe Parent’s, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries Loan Party’s or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA AffiliateGroup Subsidiary’s debt;
(vig) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiih) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section Section 5.02 shall be in writing and shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Gran Tierra Energy Inc.)
Notices of Material Events. (a) The Borrower will shall furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) as soon as possible and in any event within three (3) days after the Borrower or any other Loan Party obtains knowledge thereof, the occurrence of any Default or Event of Default;; 116
(iib) as soon as possible and in any event within three (3) days after the Borrower or any other Loan Party obtains knowledge thereof, the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vc) promptly and in any event within 15 three (3) days after (i) the Borrower, any of its Subsidiaries Borrower or any ERISA Affiliate knows or has reason to know that other Loan Party obtaining knowledge thereof, the occurrence of any ERISA Event has that, alone or together with any other ERISA Events that have occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed would reasonably be expected to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase result in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations liability of the Borrower, any of its Subsidiaries or any its ERISA AffiliateAffiliates in an aggregate amount exceeding $50,000,000;
(vid) promptly after the occurrence furnishing thereof, copies of any Default statement or Event report furnished to any holder of Default, or the receipt by the Borrower debt securities of any Loan Party or any of its Subsidiaries Subsidiary thereof pursuant to the terms of any written notice of an alleged default indenture, loan or event of default (whether credit or similar agreement and not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation otherwise required to which or with respect be furnished to which the Borrower, any PoolUnencumbered Property Owner Lenders pursuant to Section 8.01 or any other clause of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultthis Section 8.02;
(viie) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Leasepromptly, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) in any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of becoming aware each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;
(f) promptly, all title or other information received after the Effective Date by any Loan Party which discloses any material defect in the title to any material asset included in the Borrowing Base;
(g) promptly upon the Borrower or any other Loan Party obtaining knowledge thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiih) any change in the information provided in the any relevant Beneficial Ownership Certification delivered hereunder that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent (for distribution to the Revolver Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) Lender), written notice of the followingfollowing promptly after obtaining knowledge thereof:
(i) the occurrence of any Default or Event of Default;,
(ii) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Restricted Subsidiaries which, if adversely determined, that could in each case reasonably be expected to result in a Material Adverse Effect,
(iii) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;,
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Restricted Subsidiaries of (i) any written notice of an alleged default any loss of (A) accreditation from the Joint Commission on Accreditation of Healthcare Organizations or event (B) any governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise or (ii) any notice, compliance order or adverse report issued by any Governmental Authority or Third Party Payor that, if not promptly complied with or cured, could result in (A) the suspension or forfeiture of default (whether any material governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which franchise necessary for the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective its Restricted Subsidiaries is a party to carry on its business as now conducted or obligor, whether as principal proposed to be conducted or surety, and such default would permit the holder of such note or obligation or (B) any other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, material Limitation imposed upon the Borrower shall forthwith give written notice thereof to the Administrative Agent and each or any of the Lenders, describing the notice or action and the nature of the claimed default;its Restricted Subsidiaries,
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ixv) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments Change in Law of the type described in Section 7.4(dclause (a) or (b) of such definition relating to any Third Party Payor Arrangement that could reasonably be expected to have a material and adverse effect on the Borrowerability of the Borrower or any Restricted Subsidiary to carry on its business as now conducted or as proposed to be conducted,
(vi) (1) the voluntary disclosure by any Loan Party to the Office of the Inspector General of the United States Department of Health and Human Services, the Centers for Medicare & Medicaid Services, any Guarantor Third Party Payor (including to any intermediary, carrier or their respective Subsidiaries;
contractor of such Third Party Payor), of an actual or potential overpayment matter involving the submission of claims to a Third Party Payor in an amount greater than $250,000; (x2) that any Loan Party, an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Loan Party: (A) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (B) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a Proceeding seeking to assess such penalty; (C) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tarn action brought pursuant to 31 U.S.C. §3729 et seq.; (3) receipt by any Loan Party of any notice or communication from an accrediting organization that such Person is in danger of losing its accreditation due to a failure to comply with a plan of correction; (4) any validation review, program integrity review or material reimbursement audits related to any Loan Party in connection with any Third Party Payor (other than any routine review or audit in the ordinary course of business); (5) any claim to recover any alleged overpayments with respect to any receivables, or any notice of any fees of any Loan Party being contested or disputed, in each case, in excess of $250,000; (6) notice of any material reduction in the level of reimbursement expected to be received with respect to receivables; (7) any allegations of material licensure violations or fraudulent acts or omissions involving any Loan Party, or, to the knowledge of any Loan Party, any Licensed Personnel; (8) the pending or threatened imposition of any material fine or penalty by any Governmental Authority under any Healthcare Law against any Loan Party, or, to the knowledge of any Loan Party, any Licensed Personnel that would reasonably be expected to have, in the aggregate, a Material Adverse Effect; (9) notice of any Loan Party’s fees in excess of $250,000 being contested or disputed; (10) any pending or threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Healthcare Permit or Reimbursement Approval except for any such non-renewal at the election of a Loan Party as would not reasonably be expected to have, in the aggregate, a Material Adverse Effect; (11) any non-routine and material inspection of any facility of any Loan Party by or on behalf of any Governmental Authority; and (12) notice of the occurrence of any reportable event as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which any Loan Party has to make a Material Acquisition;submission to any Governmental Authority or other Person under the terms of such agreement, if any, and
(xivii) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could is reasonably be expected likely to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 5.02 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower Company will furnish to the Administrative Agent and each Lender reasonably prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;:
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower Company or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Company and its Subsidiaries in an aggregate amount exceeding $2,500,000;
(vd) promptly and in any event within 15 days after of the following (i) the Borrower, any failure of its Subsidiaries or any ERISA Affiliate knows to make a required contribution to any Plan or has reason to know that any ERISA Event has occurredMultiemployer Plan, a certificate (ii) the occurrence of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken any event with respect to such any Plan or any Multiemployer Plan which could result in the incurrence by any ERISA Event and a copy Affiliate of any notice filed with material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Plan), (iii) any material increase in the PBGC or contingent liability of the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency Company with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from to any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions topost-retirement welfare benefit plan, any Plan subject to Section 412 or other material employee benefit plan of the Code by the Borrower, any of its Subsidiaries Company or any ERISA Affiliate, with increases for this purpose to be determined annually based on the liabilities and, if any, the assets of each such plan as of the last day of the plan year of the plan, or (4iv) any notice that increased contributions to any Multiemployer Plan may be required to avoid a reduction in plan benefits or the imposition of the adoption of an excise tax, that any amendment to such Multiemployer Plan is or has been funded at a Plan subject to rate less than that required under Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA AffiliateCode;
(vie) Concurrently with the occurrence sending or execution thereof, as the case may be, (i) a copy of any Default compliance certificate or Event similar certificate indicating covenant compliance in connection with any Senior Note Purchase Documents, (ii) a copy of Defaultany financial information and other reporting items delivered under any Senior Note Purchase Documents, (iii) a copy of any default notice received pursuant to any Senior Note Purchase Documents, (iv) notification of any waiver, amendment, or modification to any Senior Note Purchase Document or the receipt by entering into of any agreement in substitution or replacement thereof, together with a copy of the Borrower documentation relating thereto, and (v) copies of all other notices, reports, financial statements or other communications given to any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each holders of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered PropertySenior Note Debt; and
(viiif) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt (not to exceed five (5) Business Days after through the occurrence thereof unless specifically set forth belowAdministrative Agent) written notice of the following:
: (ia) the occurrence of any Default or Event of Default;
; (iib) the filing or commencement of, or of any material development in, any action, suit or proceeding Proceeding by or before any arbitrator or arbitrator, Governmental Authority or Regulatory Supervising Organization against or, to the knowledge of the Borrowera Financial Officer, affecting a Responsible Officer or another executive officer of Holdings, any Intermediate Parent, the Borrower or any Subsidiary, affecting Holdings, any Intermediate Parent, the Borrower or any Subsidiary or the receipt of its Subsidiaries whicha notice of an Environmental Liability, if adversely determinedin each case, that could reasonably be expected to result in a Material Adverse Effect, or ;
; (iiic) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days commencement of any judgment not covered investigation by insuranceany Governmental Authority of or affecting Holdings, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, Subsidiary that could reasonably be expected to result in a Material Adverse Effect;
; (v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vid) the occurrence of any Default ERISA Event that could reasonably be expected, individually or Event in the aggregate, to result in a Material Adverse Effect; (e) the appearance of DefaultHoldings, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default Subsidiary or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture ▇▇▇▇▇▇▇ ▇▇▇▇▇ on the Specially Designated Nationals and Blocked Person List or other obligation to which or with respect to which similar lists maintained by OFAC and/or the Borrower, any PoolUnencumbered Property Owner or any United States Department of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property OwnerTreasury, or identified in any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security related executive orders issued by the Borrower or any President of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is boundthe United States; and (iif) any dispute, litigation, investigation, proceeding or suspension between if the Borrower or has previously provided a Beneficial Ownership Certification to any of its Subsidiaries and any Governmental Authority; or (iii) the commencement ofLender in connection with this Agreement, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) any change in the information provided in the such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of Holdings or the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.146
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could which would reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, Borrower or any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event that (individually or together with all other ERISA Events) would reasonably be expected to have a Material Adverse Effect has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, Borrower or such Subsidiary or such (or, if applicable, an ERISA Affiliate Affiliate) from the PBGC or any other governmental agency with respect thereto, thereto and (ii) becoming aware (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) or a Plan is, or is expected to be, in at risk status under Title IV of ERISA since the date the representations hereunder are given or deemed given, or from any prior notice, as applicableapplicable such that the resulting Unfunded Pension Liabilities, (2) of the existence of any Withdrawal Liability, (3) of the adoption ofif incurred, or the commencement of contributions toat risk status, any Plan subject as applicable, would reasonably be expected to Section 412 of have a Material Adverse Effect, a detailed written description thereof from the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations chief financial officer of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vie) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, Existing Lien Credit Agreement or any PoolUnencumbered Property Owner Material Indebtedness of the Borrower or any of their respective its Subsidiaries;
(f) upon receipt thereof, copies of all final audit reports and all final management letters relating to the Borrower or any of its Subsidiaries is submitted by the Borrower’s primary accountants or primary auditors in connection with each annual, interim or special audit of the books of the Borrower or any of its Subsidiaries (provided, that, in the event that the Borrower engages such accountants or auditors to perform a party specific review, test, valuation or obligorother analysis of all or any portion of the Borrower’s financial condition or financial performance, whether as principal or surety, and such default would permit the holder results of such note engagement shall not be required to be delivered to the Administrative Agent or obligation the Lenders to the extent that such results are not otherwise required to be delivered pursuant to another provision of this Agreement);
(g) written notice of the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or other evidence Person of indebtedness (1) any notice asserting any failure by the Borrower or any of its Subsidiaries to accelerate be in compliance with applicable Requirements of Law or that threatens the maturity thereof, which acceleration taking of any action against the Borrower or any of its Subsidiaries or sets forth circumstances in any such event where the failure or the taking of action would either cause a Default or reasonably be expected to have a Material Adverse Effect, (2) any notice of any actual or threatened in writing Limitation with respect to any Governmental Payor Arrangement, Third Party Payor Arrangement, License, or Company Accreditation of the Borrower shall forthwith give written or any of its Subsidiaries, where such action would reasonably be expected to have a Material Adverse Effect, or (3) any subpoena, search warrant, civil investigative demand or other request or investigation by a Governmental Authority with respect to a possible violation of Healthcare Laws by the Borrower or any of its Subsidiaries (but excluding (A) state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation of Healthcare Laws, unless any deficiencies are of a kind that do result or likely will result in the issuance of a notice thereof to the Administrative Agent of suspension or termination of any license, payment, or provider or supplier number or agreement, and each of the Lenders, describing the notice or action and the nature of the claimed default(B) Routine Payor Audits);
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viiih) the occurrence of any default action, event, investigation, notice or other item that could reasonably be expected to restrain or prevent, or impose any material adverse conditions on, the Existing Senior Notes Redemption;
(i) if any Default or Event of Default is in existence, if requested by a Fee Owner in the performance or observance of any of the termsAdministrative Agent, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver furnish to the Administrative Agent Agent, to the maximum extent permitted by applicable Requirements of Law, (i) copies of all material noticesCompany Regulatory Filings, certificates(ii) copies of all Licenses, requestsCompany Accreditations and Company Reimbursement Approvals, demands as the same may be renewed or amended; (iii) copies of all Health Care Audits and other instruments received from correspondence related thereto and corrective action plans prepared and submitted in response thereto, and (iv) a report of the status of all recoupments, holdbacks, offsets, vendor holds, denials and appeals of amounts owed pursuant to any Company Reimbursement Approvals, in each case outside the ordinary course of business (and ordinary course of business shall be deemed to exclude recoupments, holdbacks, offsets, denials and vendor holds resulting from, related to or given by a Fee Owner arising out of allegations of fraud or patterns of practices of contracting, billing or claims submission inconsistent with Requirements of Law), all subject to Borrower or a Poolan Unencumbered Property Owner under a Ground Leaseany limitations on disclosure included in any Requirement of Law;
(ixj) any completed saledefault or material amendment under, encumbranceor termination of, refinance or transfer (i) that certain Facility Participation Agreement effective as of any Real Estate or other Investments June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of its Oxford Health Plans (NJ), (ii) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of the type described in Section 7.4(dMidwest, (iii) that certain Ancillary Provider Participation Agreement effective as of the BorrowerJune 1, any Guarantor 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of New York, or their respective Subsidiaries;(iv) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with UnitedHealthcare of New York, Inc.; and
(xk) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and (who will furnish to each Lender Lender) the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender (for distribution to the Lenders) prompt (and, in any event, not to exceed later than five (5) Business Days after a Responsible Officer becomes aware thereof, other than in the occurrence thereof unless specifically set forth case of clause (iv) below) written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower, any of its Subsidiaries or, to the knowledge Knowledge of the Borrower, affecting any Associated Practice (including, without limitation, any of the Borrower foregoing that (x) seeks injunctive or similar relief or (y) alleges potential or actual violations of any Healthcare Law by the Borrower, any of its Subsidiaries whichor, if adversely determinedto the Knowledge of the Borrower, could any Associated Practice) that would reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice (iA) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) becomes subject to any Environmental Liability, (iiiC) receives notice of any claim with respect to any Environmental Liability, or (ivD) becomes aware of any basis for any Environmental Liability, in each case of the foregoing clauses (A) through (D) which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(viv) promptly and in any event within 15 30 days after (i) the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice or any ERISA Affiliate (A) knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency Governmental Authority with respect thereto, and (iiB) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower, in each case of the foregoing clauses (A) and (B), which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect;
(viv) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any Material Indebtedness of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and;
(xiiivi) 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 and (d) of such certification;
(vii) (A) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice of any notification, through letter or otherwise, of a potential investigation relating to submission of claims to Third Party Payor Programs by the Borrower, any of its Subsidiaries or any Associated Practice which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (B) the voluntary disclosure by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice to the Office of the Inspector General of the United States Department of Health and Human Services, a Medicare fiscal intermediary, any Governmental Authority or any state’s Medicaid program of a potential material overpayment matter involving the submission of claims to such payor; or (C) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice of any written notice from a Governmental Authority that the Borrower, any of its Subsidiaries or any Associated Practice is subject to a civil or criminal investigation, inquiry or audit involving and/or related to its compliance with Healthcare Laws which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;
(viii) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice from any Governmental Authority notice of the imposition of any forfeiture or the designation of a hearing that could result in the expiration, termination, revocation, impairment or suspension of any Healthcare Permit that would reasonably be expected to have a Material Adverse Effect;
(ix) any material defaults or termination received from any Material Associated Practice, or given by any Loan Party to any Associated Practice, under any Associated Practice Document; and
(x) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.
(b) The Borrower will furnish to the Administrative Agent and each Lender (for distribution to the Lenders) the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records or any office or facility at which tangible Collateral with a book value or fair market value in excess of $5,000,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization, in each case, within 30 days after such change (or such longer period as the Administrative Agent may agree in its reasonable discretion); and
(ii) as soon as available and in any event within 30 days after receipt thereofthereof (or such longer period as the Administrative Agent may agree in its reasonable discretion), a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect theretoMaterial Real Estate.
Appears in 1 contract
Notices of Material Events. (a) The Holdings and the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting Holdings, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vic) the occurrence of any Default ERISA Event that, alone or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of DefaultHoldings, the Borrower and the Subsidiaries in an aggregate amount exceeding $250,000; the failure with respect to any Plan or Multiemployer Plan to pay all required contributions and installments on or before the receipt by applicable due dates provided under such Plans and under Sections 430 and 431 of the Code;
(d) promptly after Freedom Holding, Holdings, the Borrower or any of its Subsidiaries of Subsidiary thereof having knowledge thereof, any written notice of an alleged default change or event of default (whether proposed change in any Gaming Law, administrative rule, regulation or not constituting an Event of Default) under this Agreement or under advisory issued by a Gaming Authority, any note, evidence of indebtedness, indenture Liquor Law or other obligation applicable law, rule or regulation to which or with respect to which Freedom Holding, Holdings, the Borrower, any PoolUnencumbered Property Owner equity holder thereof or any Key Employee is subject, any of which may be reasonably expected to have an adverse effect upon the Administrative Agent or the Holders of Obligations, including, without limitation, any adverse effect upon their respective Subsidiaries is ability to enforce their rights and remedies under the Loan Documents;
(e) receipt of all notices (including copies thereof, if any) from any Gaming Authority whose actions may have an adverse effect upon the Administrative Agent’s or any Lender’s ability to enforce its rights and remedies under the Loan Documents relating to a party or obligorreview, whether as principal or suretyinvestigation, and such default would permit the holder of such note or obligation hearing, meeting or other evidence of indebtedness action relating to accelerate the maturity thereof, Gaming License(s) or other Collateral in which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each the Lenders have an interest, or to the licensing status of any of the LendersKey Employees, describing Financial Officers, or Freedom Holding’s, Holdings’ or the notice Borrower’s directors which may have an adverse effect upon the Administrative Agent’s or action any Lender’s ability to enforce its rights and remedies under the nature of the claimed defaultLoan Documents;
(viif) receipt of any documentsall notices (including copies thereof, correspondence or written notice from any Governmental Authority that regulates if any) delivered in respect of the operation Dade County Debt;
(g) receipt of any PoolUnencumbered Property where such documentall notices (including copies thereof, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have if any) delivered in respect of the Contractor Debt;
(h) the filing (with a material adverse effect on copy thereof) of Holdings’ and the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant ’s annual report in accordance with the State of any PoolUnencumbered PropertyFlorida’s Uniform Reporting System Prescribed for Pari- Mutuel Permit Holders;
(i) the occurrence of the Hialeah Park Slots Event; and
(viiij) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of Holdings or the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement
Notices of Material Events. (a) The Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt (not to exceed five (5) Business Days after through the occurrence thereof unless specifically set forth belowAdministrative Agent) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or of any material development in, any action, suit or proceeding Proceeding by or before any arbitrator or arbitrator, Governmental Authority or Regulatory Supervising Organization against or, to the knowledge of the Borrowera Financial Officer, affecting a Responsible Officer or another executive officer of Holdings, any Intermediate Parent, the Borrower or any of its Subsidiaries whichSubsidiary, if adversely determinedaffecting Holdings, could reasonably be expected to result in a Material Adverse Effectany Intermediate Parent, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any Subsidiary or the receipt of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives a notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any an Environmental Liability, in each case whichcase, involves a Poolan Unencumbered Property, or either individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect;
(vc) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions toany investigation by any Governmental Authority of or affecting Holdings, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority Subsidiary that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect, including ;
(id) breach or non-performance of, or any default under, any provision the occurrence of any security issued by ERISA Event that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;
(e) the appearance of Holdings, the Borrower or any of its Subsidiaries Subsidiary or of any agreement, instrument ▇▇▇▇▇▇▇ ▇▇▇▇▇ on the Specially Designated Nationals and Blocked Person List or other undertaking to which such Person is a party or similar lists maintained by which it or any OFAC and/or the United States Department of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement ofTreasury, or identified in any material development in, any litigation or proceeding affecting related executive orders issued by the Borrower or any President of its Subsidiariesthe United States; and
(xiiif) if the Borrower has previously provided a Beneficial Ownership Certification to any Lender in connection with this Agreement, any change in the information provided in the such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of Holdings or the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish or cause to be furnished to the Administrative Agent and each Lender (for prompt (not further distribution to exceed five (5the Lenders) Business Days after the occurrence thereof unless specifically set forth below) prompt written notice of the following:
(ia) the occurrence of any Default or Event of Default, specifying the nature and extent thereof;
(iib) the filing or commencement of, or any material development inwritten threat or notice of 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 arbitrator Governmental Authority, against, or Governmental Authority against oraffecting, to the knowledge of the Borrower, affecting the Borrower any Loan Party or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could that would reasonably be expected to result in a Material Adverse Effect;
(vi) if requested by the Administrative Agent from time to time, (A) copies of any annual report required to be filed in connection with each Pension Plan or Foreign Plan and (B)(I) any documents described in Section 101(k)(1) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan and (II) any notices described in Section 101(l)(1) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if any Loan Party or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Loan Party or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof, and (ii) as soon as possible after, and in any event within 15 ten days after (i) the Borrower, any of its Subsidiaries Loan Party or any ERISA Affiliate knows or has reason to know that that, any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken (or any similar event with respect to such a Foreign Plan) has occurred that, alone or together with any other ERISA Event and (or any similar event with respect to a copy Foreign Plan) would reasonably be expected to result in liability of any notice filed with the PBGC Loan Party or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from in an aggregate amount exceeding the Threshold Amounta Material Adverse Effect and, when known, any action taken or threatened by the PBGC or any other governmental agency Governmental Authority or the Multiemployer Plan sponsor with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;; 92
(vid) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or as soon as possible and in no event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within later than five (5) Business Days after the receipt by any Loan Party or any of becoming aware its Subsidiaries, a copy of any notice, summons, citation or other written communication concerning any actual, alleged, suspected or threatened violation of any Environmental Law by, Environmental Claim against or Environmental Liability of, any Loan Party or any of its Subsidiaries, in each case, which would reasonably be expected to result in a Material Adverse Effect;
(e) to the extent applicable, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party or any of its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of the Securities and Exchange Commission, or with any national securities exchange, or distributed by any Loan Party to its shareholders generally, as the case may be;
(f) to the extent applicable, promptly after the furnishing thereof, copies of any statement or report furnished to any holder of indebtedness of any Loan Party or of any of its Subsidiaries with an aggregate outstanding principal amount in excess of the Threshold Amount pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.2;
(g) promptly after any Loan Party or any of its Subsidiaries (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934;
(h) in the event that any Person shall become, or cease to be, a Subsidiary or a Guarantor, the Borrower shall promptly furnish to the Administrative Agent an updated list of Subsidiaries or Guarantors, as the case may be[reserved];
(i) the occurrence of any other development that results has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect;
(j) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary; and
(k) as soon as practicable and in no event later than five (5) Business Days after the receipt by any Loan Party or any of its Subsidiaries, including receipt of written notice of (i) breach or any forfeiture, non-performance ofrenewal, cancellation, termination, revocation, suspension, impairment or material modification of any [***] Contract that is reasonably expected to result in a material reduction in such contract’s commitment, committed term duration or contract pricing, causing a loss in aggregate revenue for the Borrower in excess of five percent (5%) annually (which such notice from the Borrower to the Administrative Agent shall specify the effective date of any such forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification), (ii) any default under, or breach of, any provision [***] Contract, (iii) any intent by [***] or any of its subsidiaries or affiliates to terminate, not renew or not extend any security issued [***] Contract or (iv) any refusal by the Borrower [***] or any of its Subsidiaries or of affiliates to renew or extend any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries[***] Contract; and.
(xiiil) promptly, but in any event within five (5) Business Days, 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. 93 Each notice or other document delivered under this Section 6.2 shall be accompanied by a written statement of a Responsible Financial Officer of the Borrower or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Section 6.2(e) or (f) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender (by electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Appears in 1 contract
Notices of Material Events. (a) The Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiii) written noticethe filing by the Borrower, any Subsidiary or any ERISA Affiliate of a Schedule B (or such other schedule as contains actuarial information) to IRS Form 5500 in form respect of a Plan with Unfunded Pension Liabilities (and detail reasonably satisfactory the Borrower shall furnish to the Administrative Agent and each a copy of the Lenderssuch IRS Form 5500 (including such Schedule B)), within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivii) the occurrence of any event or any other development by which ERISA Event (and the Borrower or any of its Subsidiaries (i) fails shall furnish to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, Administrative Agent a certificate of the chief financial officer a Financial Officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such any Subsidiary or such any ERISA Affiliate from the PBGC or any other governmental agency Governmental Authority with respect thereto), and (iiiii) becoming aware the existence of material Unfunded Pension Liabilities (1taking into account only Plans with positive Unfunded Pension Liabilities) that there has been an or a material increase in Unfunded Pension Liabilities (not taking into account only Plans with negative positive Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, and (2iv) of (x) the existence of potential Withdrawal Liability under Section 4201 of ERISA, if the Borrower, any Withdrawal LiabilitySubsidiary and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans, (3y) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries Subsidiary or any ERISA Affiliate, or (4z) of the adoption of any amendment to a Plan subject to Section 412 of the Code which that results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries Subsidiary or any ERISA Affiliate;
Affiliate (vi) and, in the occurrence case of any Default event or Event of Default, condition described in the foregoing clause (iii) or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default clause (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effectiv), the Borrower shall forthwith give written notice thereof furnish to the Administrative Agent and each a detailed written description thereof from a Financial Officer of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property); and
(viiid) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Notices of Material Events. (a) The Borrower Borrowers will furnish to the Administrative Agent and for distribution to each Lender prompt (not to exceed as soon as possible but in any event within five (5) Business Days after the occurrence thereof unless specifically set forth below) any officer of a Borrower becomes aware thereof, written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the any Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vic) the occurrence of any Default ERISA Event that, alone or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Default, or the Parent and its Subsidiaries in an aggregate amount exceeding $10,000,000;
(d) the receipt by the Parent or any Subsidiary of any notice from any Governmental Authority, trustee or actuary in relation to any non-compliance with any laws, regulations and rules applicable to any Foreign Pension Plan, including funding requirements and the respective requirements of the governing documents for such Foreign Pension Plan, which could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount which, either alone or with any other such events which have occurred, exceeds $10,000,000;
(i) the receipt by any Borrower or any of its Subsidiaries Insurance Subsidiary of any written notice from any Governmental Authority of an alleged default the expiration without renewal, revocation or event suspension of, or the institution of default (whether any proceedings to revoke or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrowersuspend, any PoolUnencumbered Property Owner License now or hereafter held by any of their respective Subsidiaries Insurance Subsidiary which is a party required to conduct insurance business in compliance with all applicable laws and regulations, other than such expiration, revocation or obligorsuspension which, whether as principal individually or suretyin the aggregate, and such default would permit the holder of such note or obligation or other evidence of indebtedness could not reasonably be expected to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, (ii) the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates of the operation institution of any PoolUnencumbered Property where such documentdisciplinary proceedings against or in respect of any Insurance Subsidiary, correspondence or written notice relates the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on Material Adverse Effect or (iii) any judicial or administrative order limiting or controlling the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant insurance business of any PoolUnencumbered PropertyInsurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which could reasonably be expected to have a Material Adverse Effect; and
(viiif) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of either the Parent or the Borrower Representative setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Argo Group International Holdings, Ltd.)
Notices of Material Events. (a) The Borrower will shall furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) as soon as possible and in any event within three days after the Borrower or any other Loan Party obtains knowledge thereof, the occurrence of any Default or Event of Default;
(iib) as soon as possible and in any event within three days after the Borrower or any other Loan Party obtains knowledge thereof, the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against promptly upon the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) other Loan Party obtaining knowledge thereof, the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower, its Subsidiaries or its ERISA Affiliates in an aggregate amount exceeding $50,000,000;
(vd) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 5.1 or any other clause of this Section 5.2;
(e) promptly, and in any event within 15 days five Business Days after (i) the Borrower, receipt thereof by any of its Subsidiaries Loan Party or any ERISA Affiliate knows Subsidiary thereof, copies of each notice or has reason to know that other correspondence received from the SEC (or comparable agency in any ERISA Event has occurred, a certificate of the chief applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy or other operational results of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC Loan Party or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA AffiliateSubsidiary thereof;
(vif) promptly, all title or other information received after the occurrence of Effective Date by any Default or Event of Default, or Loan Party which discloses any material defect in the receipt by title to any material asset included in the Borrowing Base;
(g) promptly upon the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware Loan Party obtaining knowledge thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiih) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.respect
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, which could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) the payment of any Permitted Tax Distribution and a detailed calculation thereof from the chief executive officer, chief financial officer or treasurer of the Borrower;
(e) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vif) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is its Subsidiaries;
(g) any material amendment or material modification to any Material Agreement or any of its organizational documents (together with a party or obligor, whether as principal or suretycopy thereof), and such default would permit prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the holder aggregate, could reasonably be expected to result in a reduction in Consolidated Net Income or Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year;
(h) the voluntary disclosure by any Loan Party to the Office of the Inspector General of the United States Department of Health and Human Services, any Third Party Payor Program (including to any intermediary, carrier or contractor of such note Program), of an actual or obligation potential overpayment matter involving the submission of claims to a Third Party Payor in an amount greater than $1,000,000;
(i) to the extent Borrower has actual knowledge of the following: (i) that any Loan Party, officer, director, partner, managing employee or Person with an “ownership interest” or an “indirect ownership interest” (as those phrases are defined in 42 C.F.R. § 420.201) totaling five (5) percent or more in any Loan Party: (i) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (iii) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (iv) has been named in a U.S. Attorney complaint made or any other evidence action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.;
(j) any claim to recover any alleged overpayments with respect to any receivables in excess of indebtedness $1,000,000;
(k) any pending or threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to accelerate any Health Care Permit except for any such revocation, suspension, termination, probation, restriction, limitation, denial or non-renewal as would not, in the maturity thereofaggregate, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(viil) receipt without duplication, any failure of any documents, correspondence or written notice from any Governmental Authority that regulates Loan Party to comply with the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground LeaseSection 5.15 hereof;
(ixm) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including ;
(i) breach any amendments or non-performance ofmodifications that are materially adverse to the Lenders to any sweep agreement entered into in connection with the requirements under Section 5.11(b) (together with a copy thereof), or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; and (ii) the termination or expiration of any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiariessuch sweep agreements; and
(xiiio) 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.
(b) . The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (RadNet, Inc.)
Notices of Material Events. (a) The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt (and, in any event, not to exceed five (5) later than three Business Days after the occurrence thereof unless specifically set forth belowa Responsible Officer becomes aware thereof) written notice of the following:
(ia) the occurrence of any Default or Event of Default;; 77
(iib) notwithstanding the lead-in to this Section 6.2, not later than five Business Days after a Responsible Officer becomes aware thereof, written notice of the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Applicable Insurance Regulatory Authority or other Governmental Authority against or, to the knowledge of the either Borrower, affecting the either Borrower or any of its Subsidiaries which, if adversely determined, Subsidiary which could reasonably be expected to result in a Material Adverse EffectEffect and any written notice received from an Applicable Insurance Regulatory Authority or other Governmental Authority threatening any such action, suit or proceeding;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower Borrowers or any of its their Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, Liability and in each case whichof the preceding clauses, involves a Poolan Unencumbered Property, or either which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and notwithstanding the lead-in any event within 15 days to this Section 6.2, not later than five Business Days after (i) a Responsible Officer becomes aware thereof, written notice of the Borrower, any occurrence of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has that alone, or together with any other ERISA Events that have occurred, a certificate could reasonably be expected to result in liability of the chief financial officer of the Borrower describing such ERISA Event Borrowers and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been their Subsidiaries in an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliateaggregate amount exceeding $2,500,000;
(vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the Borrower Borrowers or any of its their Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrowers or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultSubsidiaries;
(viif) receipt the early termination or material breach by any Person of a Material Agreement (and, with respect to any documentsPerson other than a Loan Party, correspondence to the extent the Borrowers have knowledge of such termination or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertybreach); and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 6.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(b) any (i) default or event of default under any Contractual Obligation of any Group Member or (ii) the filing or commencement oflitigation, or any material development in, any action, suit investigation or proceeding by that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding affecting any Group Member (A) that could reasonably be expected to have a Material Adverse Effect or (B) which relates to any Loan Document;
(d) any Lien (other than Permitted Encumbrances) or claim made or asserted against any Collateral eligible (or otherwise eligible, but for such Lien or claim) for inclusion in the Borrowing Base;
(e) any loss, damage, or destruction to the Collateral eligible (or otherwise eligible, but for such loss, damage or destruction) for inclusion in the Borrowing Base, in the amount of $5,000,000 or more, whether or not covered by insurance;
(f) any and all default notices received under or with respect to any leased location or public warehouse where Collateral eligible (or otherwise eligible, but for such default notice) for 91 inclusion in the Borrowing Base is located (which shall be delivered within two Business Days after receipt thereof);
(g) all material amendments to the Term Loan Facility, the Existing Indenture or any notes issued thereunder, and any replacement, refinancing or refunding (as applicable) of any thereof, together with a copy of each such amendment; provided that no such notice or delivery shall be required in the event that the same Person is serving as Administrative Agent and as administrative agent or trustee, or the equivalent, under the amended agreement;
(h) the fact that a Borrower has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days);
(i) the occurrence of a Covenant Trigger Event, a Dominion Trigger Event or a Reporting Trigger Event or Additional Reporting Trigger Event (which shall be delivered within two Business Days);
(j) the occurrence of any ERISA Event or breach of Section 3.13 that, alone or together with any other ERISA Events or breaches of Section 3.13 that have occurred, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each liability of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Borrowers and their Subsidiaries in an aggregate amount in excess of exceeding $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property5,000,000; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ixk) any completed sale, encumbrance, refinance development or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development event that results inhas had, or could reasonably be expected to result inhave, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Visteon Corp)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or of any material development in, any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against oror affecting the Parent, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichAffiliate thereof, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development ERISA Events that have occurred, could reasonably be expected to result in liability of the Parent, the Borrower and their respective Subsidiaries in an aggregate amount exceeding $5,000,000;
(d) notice of any action arising under any Environmental Law or of any noncompliance by which the Parent, the Borrower or any of its Subsidiaries (i) fails to comply Subsidiary with any Environmental Law or to obtain, maintain or comply with any permit, approval, license or other approval authorization required under any Environmental Lawthereunder that, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateif adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ve) promptly and any material change in any event within 15 days after (i) the Borrower, any of its Subsidiaries accounting or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received reporting practices by the BorrowerParent, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries Subsidiary;
(f) [reserved]; DB3/ 204481699.8
(g) notice of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any noteLiens, evidence of indebtedness, indenture set-offs or other obligation claims against any Collateral Pool Property that if adversely determined, could reasonably be expected to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have result in a Material Adverse Effect, Effect or could materially impair the Borrower shall forthwith give written notice thereof to the Administrative Agent and each value of the Lenders, describing the notice or action and the nature of the claimed defaultsuch Collateral Pool Property;
(viih) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiii) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
. Each notice delivered under this Section (i) promptly and shall be in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal namewriting, (ii) in any shall contain a heading or a reference line that reads “Notice under Section 5.02 of Veris Residential, L.P. Revolving Credit and Term Loan Party’s chief executive officeAgreement dated July 25, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), 2023” and (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Veris Residential, L.P.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
: (ia) the occurrence of any Default or Event of Default;
; (iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting Holdings, the Borrower or any of its Restricted Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
; (iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which Holdings, the Borrower or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in DB1/ 110470318.9 105 each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
; (vd) promptly and in any event within 15 days after (i) Holdings, the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurredoccurred that could reasonably be expected to result in a Material Adverse Effect, a certificate of the chief financial officer a Responsible Officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, thereto and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results which, in each case, could reasonably be expected to result in a material increase in contribution obligations Material Adverse Effect, a detailed written description thereof from a Responsible Officer of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
; (vie) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Restricted Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
its Restricted Subsidiaries; (viif) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that that, either individually or in the aggregate, results in, or could reasonably be expected to result in, a Material Adverse Effect, Effect (including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking with respect to which such Person is a party or by which it or any of its property is boundHealthcare Permits); (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiig) 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 and (d) of such certification.
; and (b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(iih) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for Holdings, the Borrower Borrower, or any of its Restricted Subsidiaries after the Closing Date on any PoolUnencumbered PropertyReal Estate. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.)
Notices of Material Events. (a) The Lead Borrower will furnish to the Administrative Agent and each Lender Agents prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower any Loan Party or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and;
(xiiie) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive officeofficer, chief financial officer or chairman;
(f) the discharge by any Loan Party of its principal place of business, present independent accountants or any office in which it maintains books withdrawal or records resignation by such independent accountants;
(including the establishment g) any failure by any Loan Party to pay rent at any of any such new office or facility), (iii) in any Loan Party’s identity locations, which failure continues for more than ten (10) days following the day on which such rent first came due if the result of such failure would be reasonably likely to result in a Material Adverse Effect;
(h) any collective bargaining agreement or legal structureother labor contract to which a Loan Party becomes a party, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction the application for the certification of organizationa collective bargaining agent; and
(iii) as soon as available and in any event within 30 days after receipt thereof, a copy the filing of any environmental report or site assessment obtained by or Lien for unpaid Taxes against any Loan Party.
(j) the Borrower occurrence of any Conversion Failure (as defined in the Notes (as defined in the Securities Purchase Agreement)) or any failure to deliver Class A Common Stock upon conversion or exercise, as applicable, within the time periods provided for in the respective Securities (as defined in the 2005 Securities Purchase Agreement).
(k) the filing of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertyRegistration Statement with the Securities Exchange Commission pursuant to Section 2(d) and 2(e) of the 2005 Registration Rights Agreement. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice or other document and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Wet Seal Inc)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and on behalf of each Lender or, at the request of the Administrative Agent or any Lender in the event electronic posting of documents is unavailable, to each Lender, prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) promptly after Borrower obtains knowledge thereof, the occurrence of any Default or Event of Default;
(iib) promptly after Borrower obtains knowledge thereof, the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator arbitrator, the FCC or any other Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written noticepromptly after Borrower obtains knowledge thereof, 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 form and detail reasonably satisfactory to the Administrative Agent and each liability of the LendersBorrower and its Subsidiaries in an aggregate amount exceeding $5,000,000;
(d) promptly after Borrower obtains knowledge thereof, within ten the occurrence of material changes in the Borrower’s accounting or financial reporting practices from those in effect on the Effective Date (10other than such changes reported on a Compliance Certificate);
(e) days the occurrence of any judgment not covered material Internal Control Event of which the chief executive officer, president, or Financial Officer of the Borrower has knowledge;
(f) promptly after Borrower obtains knowledge thereof, (i) any material admonition, censure or adverse citation or order by insurancethe FCC or any other governmental authority or regulatory agency that could reasonably be expected to result in a Material Adverse Effect; or (ii) any competing application, whether final petition to deny or otherwise, against other opposition to any license renewal application filed by the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) with the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, FCC that could reasonably be expected to result in a Material Adverse Effect;
(vg) promptly after any officer of the Borrower becomes aware thereof, and in any event within 15 days after (i) the Borrowerfive Business Days thereafter, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event information and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate any Loan Party from the PBGC FCC or other Governmental Authority or any other governmental agency with respect thereto, Person that concerns (i) any event or circumstance that could reasonably be expected to materially adversely affect any material Necessary Authorization and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given any notice of abandonment, expiration, revocation, material impairment, nonrenewal or deemed given, or from any prior notice, as applicable, (2) of the existence suspension of any Withdrawal Liabilitymaterial Necessary Authorization, (3) together with a written explanation of the adoption of, any such event or circumstance or the commencement of contributions tocircumstances surrounding such abandonment, any Plan subject to Section 412 of the Code by the Borrowerexpiration, any of its Subsidiaries revocation, material impairment, nonrenewal or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertysuspension; and
(viiih) the occurrence of any default by a Fee Owner in the performance or observance of any promptly after an officer of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware obtains knowledge thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Radio One Inc)
Notices of Material Events. (a) The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following, promptly after acquiring Knowledge thereof:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower Borrowers or any either of its Subsidiaries whichthem that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written noticeexpected, in form and detail reasonably satisfactory to the Administrative Agent and each good faith opinion of the LendersBorrowers, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(viiii) the occurrence of any Default ERISA Event that, alone or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or together with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development ERISA Events that results inhave occurred, or could reasonably be expected to result inin liability of the Borrowers in an aggregate amount exceeding $250,000; provided, that liability attributable to an ERISA Event that occurs with respect to the Plan of an ERISA Affiliate (other than the Borrowers) shall be considered only if the ERISA Affiliates, in the aggregate but excluding the Borrowers do not, as of the date of such ERISA Event, have sufficient net worth to satisfy the liability attributable to the ERISA Event; and
(iv) any other development that could reasonably be expected, in the good faith opinion of the Borrowers, to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section subsection shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrowers setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
(b) The Borrowers will give written notice to the Lender not later than 30 days prior to the expiration date of any Reserve Letter of Credit, stating whether the Borrowers will, not later than the expiration date of such Reserve Letter of Credit, (i) furnish the Lender with an extension of such Reserve Letter of Credit or a new Reserve Letter of Credit in a stated amount specified in such notice in place of the expiring Reserve Letter of Credit, (ii) deposit cash in the applicable Reserve Account in an amount specified in such notice, or (iii) both.
Appears in 1 contract
Sources: Term Loan Agreement (Wisconsin Public Service Corp)
Notices of Material Events. (a) The MLP and the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting the MLP, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written notice, in form if and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of when any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries ERISA Affiliate (i) fails gives or is required to comply give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Environmental Law Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to obtaingive notice of any such reportable event, maintain a copy of the notice of such reportable event given or comply with any permit, license or other approval required under any Environmental Law, to be given to the PBGC; (ii) becomes subject to receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Environmental LiabilityMultiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of any claim with ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect to any Environmental Liabilityof, or appoint a trustee to administer any Plan, a copy of such notice; (iv) becomes aware applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multi-Employer Plan or in respect of any basis for Benefit Arrangement or makes any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, amendment to any Plan or either individually Benefit Arrangement which has resulted or could reasonably be expected to result in the aggregateimposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), including together with a certified copy of such amendment;
(f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect:
(i) breach the receipt by the MLP (or non-performance ofits general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability;
(ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any default underEnvironmental Liability pending or threatened against the MLP, any provision of any security issued by the Borrower or any of its Subsidiaries their Subsidiaries; or
(iii) any release, emission, discharge or disposal of any agreementHazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its their Subsidiaries; and
(xiiig) any change Any substitution for or replacement of the Initial Letter of Credit by a Substitute Credit Facility (as defined in the information provided Series 2010 Indenture) shall be effectuated by the Borrower in accordance with the Beneficial Ownership Certification that would result in a change applicable provisions of the Series 2010 Lease Agreement, the Series 2010 Indenture and the Initial Letter of Credit, and, without limitation to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The foregoing, the Borrower will furnish shall provide to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, Issuing Bank all notices required or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained contemplated to be given by or for the Borrower to the Issuing Bank under the terms of the Series 2010 Lease Agreement, the Series 2010 Indenture or any the Initial Letter of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertyCredit with respect to such replacement or substitution. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower Issuer will furnish to the Administrative Collateral Agent and each Lender Purchaser prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower Issuer or any of its Subsidiaries which, if adversely determined, could which would reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower Issuer or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, Issuer or any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event that (individually or together with all other ERISA Events) would reasonably be expected to have a Material Adverse Effect has occurred, a certificate of the chief financial officer of the Borrower Issuer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, Issuer or such Subsidiary or such (or, if applicable, an ERISA Affiliate Affiliate) from the PBGC or any other governmental agency with respect thereto, thereto and (ii) becoming aware (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) or a Plan is, or is expected to be, in at risk status under Title IV of ERISA since the date the representations hereunder are given or deemed given, or from any prior notice, as applicableapplicable such that the resulting Unfunded Pension Liabilities, (2) of the existence of any Withdrawal Liability, (3) of the adoption ofif incurred, or the commencement of contributions toat risk status, any Plan subject as applicable, would reasonably be expected to Section 412 have a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA AffiliateIssuer;
(vie) the occurrence of any Default or Event of Default, or the receipt by the Borrower Issuer or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, First Lien Note Purchase Agreement or any PoolUnencumbered Property Owner Material Indebtedness of the Issuer or any of their respective its Subsidiaries;
(f) upon receipt thereof, copies of all final audit reports and all final management letters relating to the Issuer or any of its Subsidiaries is submitted by the Issuer’s primary accountants or primary auditors in connection with each annual, interim or special audit of the books of the Issuer or any of its Subsidiaries (provided that, in the event that the Issuer engages such accountants or auditors to perform a party specific review, test, valuation or obligorother analysis of all or any portion of the Issuer’s financial condition or financial performance, whether as principal or surety, and such default would permit the holder results of such note engagement shall not be required to be delivered to the Collateral Agent or obligation the Purchasers to the extent that such results are not otherwise required to be delivered pursuant to another provision of this Agreement);
(g) written notice of the receipt by the Issuer or any of its Subsidiaries from any Governmental Authority or other evidence Person of indebtedness (1) any notice asserting any failure by the Issuer or any of its Subsidiaries to accelerate be in compliance with applicable Requirements of Law or that threatens the maturity thereof, which acceleration taking of any action against the Issuer or any of its Subsidiaries or sets forth circumstances in any such event where the failure or the taking of action would either cause a Default or reasonably be expected to have a Material Adverse Effect, the Borrower shall forthwith give written (2) any notice thereof of any actual or threatened in writing Limitation with respect to the Administrative Agent and each any Governmental Payor Arrangement, Third Party Payor Arrangement, License, or Company Accreditation of the LendersIssuer or any of its Subsidiaries, describing where such action would, either individually or in the aggregate with other similar actions, reasonably be expected to have a Material Adverse Effect, or (3) any subpoena, search warrant, civil investigative demand, criminal action or threat of criminal action, FDA warning letter, FDA 483 letter or other request or investigation by a Governmental Authority with respect to a possible violation of Healthcare Laws by the Issuer or any of its Subsidiaries (but excluding (A) state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation of Healthcare Laws, unless any deficiencies are of a kind that do result or likely will result in the issuance of a notice of suspension or action termination of any License, payment, or provider or supplier number or agreement, and the nature of the claimed default(B) Routine Payor Audits);
(viih) receipt if any Default or Event of Default is in existence, if requested by any documentsPurchaser, furnish to each Purchaser, to the maximum extent permitted by applicable Requirements of Law, (i) copies of all Company Regulatory Filings, (ii) copies of all Licenses, Company Accreditations and Company Reimbursement Approvals, as the same may be renewed or amended; (iii) copies of all Health Care Audits and correspondence related thereto and corrective action plans prepared and submitted in response thereto, and (iv) a report of the status of all recoupments, holdbacks, offsets, vendor holds, denials and appeals of amounts owed pursuant to any Company Reimbursement Approvals, in each case outside the ordinary course of business (and ordinary course of business shall be deemed to exclude recoupments, holdbacks, offsets, denials and vendor holds resulting from, related to or written notice from arising out of allegations of fraud or patterns of practices of contracting, billing or claims submission inconsistent with Requirements of Law), all subject to any Governmental Authority that regulates the operation limitations on disclosure included in any Requirement of Law;
(i) any PoolUnencumbered Property where such document, correspondence default or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owneramendment under, or any operator termination of, (i) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of its Oxford Health Plans (NJ), (ii) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of the Midwest, (iii) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of New York, or tenant (iv) that certain Ancillary Provider Participation Agreement effective as of any PoolUnencumbered PropertyJune 1, 2009, with UnitedHealthcare of New York, Inc.; and
(viiij) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower Issuer will furnish to the Administrative Collateral Agent and each Lender Purchaser the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Second Lien Note Purchase Agreement (BioScrip, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender Agents prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower any Loan Party or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and;
(xiiie) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, senior executive officers (iiExecutive Vice President or higher) in that must be reported to the SEC;
(f) any failure by any Loan Party to pay rent at any of such Loan Party’s chief executive officelocations, which failure continues for more than ten (10) days following the day on which such rent first came due, which failure could reasonably likely have a Material Adverse Effect;
(g) the discharge by any Loan Party of its principal place of businesspresent independent accountants or any withdrawal or resignation by such independent accountants;
(h) any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or any office in which it maintains books or records the application for the certification of a collective bargaining agent;
(including i) the establishment filing of any such new office or facility), (iii) Lien for unpaid Taxes in an amount exceeding $500,000 against any Loan Party’s identity or legal structure, (iv) Party that would reasonably be expected to have priority over the Lien of the Collateral Agent in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organizationthe Collateral; and
(iij) as soon as available the renewal or extension of the term of the private label credit card program with Comenity Bank or the termination of such program and in the replacement of Comenity Bank with any event within 30 days after receipt thereof, other third party administering a copy of any environmental report or site assessment obtained by or private label credit card program for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertyLoan Parties. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Stage Stores Inc)
Notices of Material Events. (a) The Borrower will furnish -------------------------- to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000;
(d) the assertion of any environmental matter by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely Credit Agreement ---------------- determined, would not (either individually or in the aggregate) have a Material Adverse Effect;
(ve) immediately, notice of actual (or threatened action that could lead to the) suspension, termination or revocation of any License of any Insurance Company which is a Material Subsidiary by any governmental authority (including any Applicable Insurance Regulatory Authority), including any notice by any governmental authority of the commencement of any proceeding, hearing or administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any action which adversely affects the authority of such Insurance Company to conduct its business after notice thereof by such governmental authority (including any such Applicable Insurance Regulatory Authority);
(f) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate Borrower knows or has reason to know believe that any ERISA Event has occurredinsurance, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC banking or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by regulator having jurisdiction over the Borrower or any of its Material Subsidiaries of has commenced any written proceeding, issued any order, given notice of an alleged default a formal hearing, sought relief from any court or event of default (whether or not constituting an Event of Default) under this Agreement or under taken any note, evidence of indebtedness, indenture or other obligation to which or similar action with respect to which the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective its Material Subsidiaries is a party that seeks to, or obligorwould, whether as principal result in the revocation of any license or surety, and such default would permit the holder authorization of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to or any of its Material Subsidiaries or materially restrict the Administrative Agent and each ability of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, Borrower or any operator of its Material Subsidiaries to do business in any jurisdiction, a notice describing in reasonable detail such proceeding, order, hearing or tenant of any PoolUnencumbered Propertysimilar action; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer senior financial officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written noticethe occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in form and detail reasonably satisfactory to the Administrative Agent and each liability of the Lenders, within ten Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000;
(10d) days any suspension or termination of any judgment not covered by insurance, whether final or otherwise, against the registration of the Borrower or any of its Subsidiaries in as an amount in excess investment adviser under the Investment Advisers Act of $10,000,000.00;
(iv) the occurrence 1940, as amended, or any cancellation or expiration without renewal of any event material investment advisory agreement or any other development by similar contract to which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyparty; and
(viiie) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practices) prompt written notice of the following (and each Lender prompt (not to exceed in any event no later than five (5) Business Days after any Responsible Officer’s knowledge of the occurrence thereof unless specifically set forth below) written notice of the following:thereof):
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement ofof any litigation, or any material development ininvestigation, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of or involving the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower Affiliate thereof or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event their respective properties, assets or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, business that could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vic) the occurrence of any Default ERISA Event that, alone or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Defaultthe Borrower and its Subsidiaries in an aggregate amount exceeding $5.0 million;
(d) the occurrence and nature of any Prohibited Transaction or any funding deficiency with respect to any Plan, or a transaction that Borrower reasonably knows the receipt by the Borrower IRS or Department of Labor or any other Governmental Authority is reviewing to determine whether a Prohibited Transaction might have occurred, in each case, that could reasonably be expected to result in a Material Adverse Effect;
(e) any Loan Party’s intention to terminate or withdraw from any Plan;
(f) the aggregate present value of its Subsidiaries of any written notice of an alleged default or event of default accrued benefit liabilities (whether or not constituting an Event of Defaultvested) under this Agreement or under any noteall Foreign Pension Plans, evidence determined as of indebtedness, indenture or other obligation to which or with respect to which the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current aggregate value of the assets of such Foreign Pension Plans allocable to such benefit liabilities by more than $5.0 million;
(g) any PoolUnencumbered Property Owner notice of any violation received by any Loan Party or any Subsidiary thereof from any Governmental Authority including any notice of their respective Subsidiaries is a party or obligor, whether as principal or surety, and violation of Environmental Laws which in any such default would permit the holder of such note or obligation or other evidence of indebtedness case could reasonably be expected to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(viih) receipt any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Loan Party or any Subsidiary thereof in each case that could reasonably be expected to result in a Material Adverse Effect;
(i) any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the extent such Swap Agreement relates to Secured Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment;
(j) any material notice provided to the holders of any documents, correspondence or written notice from any Governmental Authority that regulates the operation Material Indebtedness along with a copy of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertynotice; and
(viiik) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 5.02 (other than clause (h) above) shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Flywire Corp)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vie) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultits Subsidiaries;
(viif) receipt any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any documentstermination, correspondence expiration or written notice from any Governmental Authority that regulates the operation loss of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered PropertyMaterial Agreement; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Ring Energy, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the followingfollowing promptly after any Financial Officer or executive officer of the Borrower obtains actual knowledge thereof:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting Holdings, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary thereof or any Healthcare Facility that involves a reasonable possibility of its Subsidiaries an adverse determination and which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by ERISA Events that have occurred (for which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateliability remains unsatisfied), could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and the institution of any investigation or proceeding against Holdings, the Borrower or any Subsidiary thereof or any Healthcare Facility to suspend, revoke or terminate or that may result in the termination of any Medicaid Provider Agreement, Medicaid Certification, Medicare Provider Agreement or Medicare Certification or that may result in their exclusion from participation in any event within 15 days after (i) federal or state healthcare program, or with regard to Holdings, the Borrower, any of its Subsidiaries Subsidiary thereof, any Healthcare Facility or any ERISA Affiliate knows employee of any of them if related to his or has reason her employment position, the receipt of a subpoena, civil investigative demand or the commencement of a special audit.
(e) any notice of loss or threatened loss of any material accreditation, loss of participation in any material Medical Reimbursement Program or loss of any material applicable health care license;
(f) the failure of any Healthcare Facility to know that any ERISA Event has occurredmeet the requirements in 42 C.F.R. §412.23(e) to qualify as a long-term care hospital after its first complete cost report period, a certificate of including the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken requirement with respect to such ERISA Event and a copy Healthcare Facility’s average length of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase stay in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertymost recently completed cost reporting period; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichthat (i) seeks injunctive or similar relief, (ii) alleges potential or actual violations of any Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (iii) if adversely determined, could could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultits Subsidiaries;
(viif) receipt any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any documentstermination, correspondence expiration or written notice from any Governmental Authority that regulates the operation loss of any PoolUnencumbered Property where such documentMaterial Agreement that, correspondence individually or written notice relates in the aggregate, could reasonably be expected to threatened result in a reduction in Consolidated EBITDA of 10% or actual change or development that would be materially adverse or otherwise have more on a material adverse effect on consolidated basis from the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyprior Fiscal Year; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Ensign Group, Inc)
Notices of Material Events. (a) The Lead Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the followingoccurrence of any of the following after any Responsible Officer of the Lead Borrower obtains knowledge thereof:
(ia) the occurrence of any A Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;
(iib) the The filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge or affecting any Loan Party or any Restricted Subsidiary of the Borrower, affecting the Lead Borrower or any that has a reasonable likelihood of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form adverse determination and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could such adverse determination would reasonably be expected to result in a Material Adverse Effect;
(vc) promptly and in any event within 15 days after (i) the Borrower, any The occurrence of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any an ERISA Event has that, alone or together with any other ERISA Events that have occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed would reasonably be expected to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase result in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(viid) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other Any development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and;
(xiiie) any Any material 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) financial reporting practices which changes in any material respect the calculation of the Borrowing Base or the Consolidated Fixed Charge Coverage Ratio (or, in each case, any of the component definitions thereof);
(f) The filing of any Lien for unpaid Taxes against any Loan Party’s chief executive office, Party in excess of $15,000,00030,000,000 ;
(g) The discharge by any Loan Party of its principal place of business, present independent accountants or any office in which it maintains books withdrawal or records (including the establishment of any resignation by such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organizationindependent accountants; and
(iih) as soon as available and Any casualty or other insured damage to any portion of the Collateral included in any event within 30 days after receipt thereof, a copy the Borrowing Base in excess of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property$15,000,00030,000,000 . Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice or other document and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichthat (i) seeks injunctive or similar relief, if adversely determined(ii) alleges potential or actual violations of any Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (iii) would, could either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or ;; US-DOCS\51545218.9
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultits Subsidiaries;
(viif) receipt any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any documentstermination, correspondence expiration or written notice from any Governmental Authority that regulates the operation loss of any PoolUnencumbered Property where such documentMaterial Agreement that, correspondence individually or written notice relates in the aggregate, could reasonably be expected to threatened result in a reduction in Consolidated EBITDA of 10% or actual change or development that would be materially adverse or otherwise have more on a material adverse effect on consolidated basis from the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyprior Fiscal Year; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Ensign Group, Inc)
Notices of Material Events. (a) The MLP and the Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting the MLP, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written notice, in form if and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of when any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries ERISA Affiliate (i) fails gives or is required to comply give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Environmental Law Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to obtaingive notice of any such reportable event, maintain a copy of the notice of such reportable event given or comply with any permit, license or other approval required under any Environmental Law, to be given to the PBGC; (ii) becomes subject to receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Environmental LiabilityMultiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of any claim with ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect to any Environmental Liabilityof, or appoint a trustee to administer any Plan, a copy of such notice; (iv) becomes aware applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multi-Employer Plan or in respect of any basis for Benefit Arrangement or makes any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, amendment to any Plan or either individually Benefit Arrangement which has resulted or could reasonably be expected to result in the aggregateimposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect;
(vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), including together with a certified copy of such amendment;
(f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect:
(i) breach the receipt by the MLP (or non-performance ofits general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability;
(ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any default underEnvironmental Liability pending or threatened against the MLP, any provision of any security issued by the Borrower or any of its Subsidiaries their Subsidiaries; or
(iii) any release, emission, discharge or disposal of any agreementHazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its their Subsidiaries; and
(xiiig) any change Any substitution for or replacement of the Series 2008 Initial Letter of Credit by a Substitute Credit Facility (as defined in the information provided Series 2008 Indenture) shall be effectuated by the Borrower in accordance with the Beneficial Ownership Certification that would result in a change applicable provisions of the Series 2008 Lease Agreement, the Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Series 2008 Initial Letter of Credit, and, without limitation to the list foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of beneficial owners identified in parts (c) the Series 2008 Lease Agreement, the Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or (d) the Series 2008 Initial Letter of Credit with respect to such certificationreplacement or substitution.
(bh) The Any substitution for or replacement of the Series 2011 Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2011 Indenture) shall be effectuated by the Borrower will furnish in accordance with the applicable provisions of the Series 2011 Lease Agreement, the Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Series 2011 Initial Letter of Credit, and, without limitation to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior theretoforegoing, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower shall provide to the Issuing Bank all notices required or any contemplated to be given by the Borrower to the Issuing Bank under the terms of its Subsidiaries after the Closing Date on any PoolUnencumbered PropertySeries 2011 Lease Agreement, the Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or the Series 2011 Initial Letter of Credit with respect to such replacement or substitution. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Holdings and the Borrower will furnish to the Administrative Agent and each Lender prompt (and, in any event, not to exceed five later than three (53) Business Days after a Responsible Officer of the occurrence thereof unless specifically set forth belowBorrower or Holdings becomes aware thereof) written notice of the following:
(i) the occurrence of any Default or Event of Default;
(ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Holdings or the Borrower, affecting the Borrower Holdings or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower Holdings or any of its Subsidiaries (iA) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) becomes subject to any Environmental Liability, (iiiC) receives notice of any claim with respect to any Environmental Liability, or (ivD) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(viv) promptly and in any event within 15 days after (iA) Holdings, the Borrower, any of its their respective Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower or Holdings describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by Holdings, the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (iiB) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Holdings, the Borrower, any of its their respective Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Holdings, the Borrower, any of its their respective Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower or Holdings;
(viv) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by Holdings, the Borrower or any of its Subsidiaries Subsidiary of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner Material Indebtedness of Holdings or any of their respective Subsidiaries is a party or obligorits Subsidiaries;
(vi) any amendment, whether as principal or suretysupplement, and such default would permit the holder of such note or obligation waiver or other evidence modification with respect to the Closing Date Acquisition Documents and will promptly following the effectiveness thereof (but in any event not later than three Business Days thereafter), provide copies of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof same to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed defaultAgent;
(vii) receipt any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any documentstermination, correspondence expiration or written notice from any Governmental Authority that regulates the operation loss of any PoolUnencumbered Property where such documentMaterial Agreement that, correspondence individually or written notice relates in the aggregate, could reasonably be expected to threatened result in a reduction in revenue or actual change Consolidated EBITDA of the Borrower and its Subsidiaries of 10% or development that would be materially adverse or otherwise have more on a material adverse effect on consolidated basis from the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; andprior Fiscal Year;
(viii) the occurrence making of any default demand or claim by a Fee Owner the Borrower, Holdings or the Parent for indemnification or similar payments under the Closing Date Acquisition Agreement (including any action to set-off against the Holdback Amount (as defined in the performance or observance Closing Date Acquisition Agreement)), including copies of any of the terms, covenants and conditions on the part of a Fee Owner notices sent to be performed or observed under a Ground Lease, and the Borrower will promptly deliver any party to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;Closing Date Acquisition Agreement in connection with the foregoing; and
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Holdings and the Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 thirty (30) days prior thereto, notice of any change (iA) in any Loan Party’s legal name, (iiB) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iiiC) in any Loan Party’s identity or legal structure, (ivD) in any Loan Party’s federal taxpayer identification number or organizational number or (vE) in any Loan Party’s jurisdiction of organization;
(ii) within thirty (30) days of the last day of each Fiscal Quarter, a report signed by Borrower, in form reasonably acceptable to the Administrative Agent, listing any applications or registrations that Holdings, the Borrower or any Subsidiary has made or filed in respect of any Patents, Copyrights or Trademarks (each as defined in the Guaranty and Security Agreement); and
(iiiii) as soon as available and in any event within 30 thirty (30) days after receipt thereof, a copy of any environmental report or site assessment obtained by or for Holdings, the Borrower or any of its their respective Subsidiaries after the Closing Date on any PoolUnencumbered PropertyReal Estate. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) 36942122.8 receives written notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, Liability and in each case whichof the preceding clauses, involves a Poolan Unencumbered Property, or either which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vid) the occurrence of any Default or ERISA Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including in liability of Borrower;
(ie) breach or non-performance of, or any default under, any provision receipt by Borrower of any security issued by written notice from Amazon alleging or asserting that Borrower is in default under the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its SubsidiariesAmazon Lease; and
(xiiif) any change Copies of correspondence by and between Borrower and Amazon regarding the exercise or non-exercise of the First Extension Option (as defined 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
Amazon Lease), including, (i) promptly a copy of Borrower’s notice to Amazon of its determination of Fair Market Rent (as defined in the Amazon Lease), and in any event at least 30 days prior theretoAmazon’s notice to Borrower of its objections, notice of any change (i) in any Loan Party’s legal nameif any, to such determination, and (ii) the First Extension Notice (as defined in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facilityAmazon Lease), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
: (ia) the occurrence of any Default or Event of Default;
; (iib) the filing or commencement of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichthat (i) seeks injunctive or similar relief, if adversely determined(ii) alleges potential or actual violations of any Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (iii) would, could either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or ;
; (iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental 112 Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
; (vd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
, a detailed written description thereof from the chief financial officer of the Borrower; (vie) the occurrence of any Default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is a party its Subsidiaries; (f) any termination, expiration or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt loss of any documentsMaterial Agreement that, correspondence individually or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance aggregate, could reasonably be expected to result in a reduction in Consolidated EBITDA of 10% or observance of any of more on a consolidated basis from the terms, covenants prior Fiscal Year; and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ixg) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and each Lender the following:
: (ix) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal namename (but, for the avoidance of doubt, excluding any trade names), (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity organizational existence or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization, in each case, prior to or concurrently with such change; and
and (iiy) as soon as available promptly and in any event within 30 days no later than three (3) Business Days after receipt thereof, a copy any Responsible Officer of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after has actual knowledge of: (i) the Closing Date on voluntary disclosure by the Borrower or any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth its Subsidiaries to the details Office of the event Inspector General of the United States Department of Health and Human Services, or development requiring any Third Party Payor Program (including to any intermediary, carrier or contractor of such notice or other document and any action taken or proposed Program), of an actual overpayment matter involving the submission of claims to be taken with respect thereto.a Third Party Payor in an amount greater than $1,000,000;
Appears in 1 contract
Sources: Credit Agreement (Ensign Group, Inc)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined, which could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(vd) the payment of any Permitted Tax Distribution and a detailed calculation thereof from the chief executive officer, chief financial officer or treasurer of the Borrower;
(e) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(vif) the occurrence of any Default default or Event event of Defaultdefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any notedefault, evidence of indebtedness, indenture or other obligation to which or with respect to which any Material Indebtedness of the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries is its Subsidiaries;
(g) any material amendment or material modification to any Material Agreement or any of its organizational documents (together with a party or obligor, whether as principal or suretycopy thereof), and such default would permit prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the holder aggregate, could reasonably be expected to result in a reduction in Consolidated Net Income or Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year;
(h) the voluntary disclosure by any Loan Party to the Office of the Inspector General of the United States Department of Health and Human Services, any Third Party Payor Program (including to any intermediary, carrier or contractor of such note Program), of an actual or obligation potential overpayment matter involving the submission of claims to a Third Party Payor in an amount greater than $1,000,000;
(i) to the extent Borrower has actual knowledge of the following: (i) that any Loan Party, officer, director, partner, managing employee or Person with an “ownership interest” or an “indirect ownership interest” (as those phrases are defined in 42 C.F.R. § 420.201) totaling five (5) percent or more in any Loan Party: (i) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (iii) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (iv) has been named in a U.S. Attorney complaint made or any other evidence action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.;
(j) any claim to recover any alleged overpayments with respect to any receivables in excess of indebtedness $1,000,000;
(k) any pending or threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to accelerate any Health Care Permit except for any such revocation, suspension, termination, probation, restriction, limitation, denial or non-renewal as would not, in the maturity thereofaggregate, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(viil) receipt without duplication, any failure of any documents, correspondence or written notice from any Governmental Authority that regulates Loan Party to comply with the operation covenants and conditions of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered PropertySection 5.15 hereof; and
(viiim) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) . The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (RadNet, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth but in any event within any time period that may be specified below) written notice of the followingfollowing upon any Responsible Officer obtaining knowledge thereof:
(ia) the occurrence of any Default or Event of Defaultwithin one (1) Business Day thereof;
(b) receipt of any notice of any investigation or enforcement action by a Governmental Authority or any litigation or Proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks injunctive relief that would reasonably be expected to result in a Material Adverse Effect, (ii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iii) alleges criminal misconduct by any Loan Party or any Subsidiary, (iv) alleges the filing or commencement violation of, or any material development inseeks to impose remedies under, any actionEnvironmental Law or related Requirement of Law, suit or proceeding by or before any arbitrator or Governmental Authority against orseeks to impose Environmental Liability that would reasonably be expected to result in a Material Adverse Effect, (v) that would reasonably be expected to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries whichbe adversely determined and, if adversely determined, would reasonably be expected to result in a Material Adverse Effect, (vi) involves any product recall, withdrawal, removal, injunction or seizure that would reasonably be expected to result in a Material Adverse Effect, or (vii) involves any criminal or, to the extent it would reasonably be expected to result in a Material Adverse Effect, civil investigation initiated, claim filed or disclosure required by the Office of Inspector General, the Department of Justice, Centers for Medicare & Medicaid Services, U.S. Food and Drug Administration or any other Governmental Authority;
(c) any Lien (other than Permitted Encumbrances and Liens permitted under Section 6.02) made or asserted against any of the Collateral;
(d) any loss, damage, or destruction to the Collateral that could reasonably be expected to result in a Material Adverse Effect, whether or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance;
(e) within five (5) Business Days of receipt thereof, whether final any and all default notices received under or otherwisewith respect to any leased location or public warehouse where Collateral is located to the extent such default would reasonably be likely to result in a Material Adverse Effect;
(f) within five (5) Business Days after the occurrence thereof, against any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; provided that notice shall be given within two (2) Business Days if the Swap Agreement Obligation created by such Swap Agreement is a Secured Obligation;
(g) any material change in accounting or financial reporting practices by the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00Subsidiary;
(ivh) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results inresults, or could reasonably be expected to result inresult, in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiiij) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
. Each notice delivered under this Section (i) promptly and shall be in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal namewriting, (ii) in any Loan Party’s chief executive officeshall contain a heading or a reference line that reads “Notice under Section 5.02 of Myriad Credit Agreement dated June 30, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), 2023” and (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will shall furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) promptly, and in any event within three (3) Business Days after a Responsible Officer obtains actual knowledge thereof, the occurrence of any Default or Event of Default;
(iib) promptly, and in any event within three (3) Business Days after a Responsible Officer obtains actual knowledge thereof, the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iiic) written noticepromptly upon a Responsible Officer obtaining actual knowledge thereof, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event ERISA Event (or any other development by which the Borrower or any maintenance, commencement or, to the knowledge of its Subsidiaries (i) fails to comply with any Environmental Law or to obtainthe Borrower, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice threat of any claim claim, action, suit, audit or investigation with respect to any Environmental LiabilityPlan other than routine claims for benefits) that, alone or together with any other ERISA Events that have occurred (ivand any such claims, actions, suits, audits or investigations with respect to any Plan that are being maintained or have commenced or, to the knowledge of the Borrower, have been threatened) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower, its Subsidiaries or its ERISA Affiliates in an aggregate amount exceeding the Threshold Amount;
(vd) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 5.1 or any other clause of this Section 5.2;
(e) promptly, and in any event within 15 days five Business Days after (i) the Borrower, receipt thereof by any of its Subsidiaries Loan Party or any ERISA Affiliate knows Subsidiary thereof, copies of each notice or has reason to know that other correspondence received from the SEC (or comparable agency in any ERISA Event has occurred, a certificate applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the chief financial officer of any Loan Party or any Subsidiary thereof;
(f) promptly upon the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect theretoLoan Party obtaining knowledge thereof, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, material change in accounting policies or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt financial reporting practices by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered PropertySubsidiary; and
(viiig) the occurrence of any default by promptly upon a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware Responsible Officer obtaining actual knowledge thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including including, without limitation, any such development regarding (i) breach or non-performance of, or any default under, any provision a Contractual Obligation of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is boundSubsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries Subsidiary and any Governmental Authority; or and (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) Subsidiary, including pursuant to 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Propertyapplicable Environmental Laws. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Holdings and the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt (not to exceed five (5) Business Days after Lender), through the occurrence thereof unless specifically set forth below) Administrative Agent, written notice of the followingfollowing promptly after obtaining knowledge thereof:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting Holdings, to the knowledge of the Borrower, affecting the Borrower any Subsidiary or any of its Subsidiaries whichAffiliated Practice that, if adversely determined, could is reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected likely to result in a Material Adverse Effect;
(vc) promptly 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 $5,000,000;
(d) the receipt by Holdings, the Borrower or any event within 15 days after (i) Subsidiary or, to the knowledge of Holdings or the Borrower, any Affiliated Practice of its Subsidiaries or (i) any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy notice of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate loss of (A) accreditation from the PBGC Joint Commission on Accreditation of Healthcare Organizations or (B) any other governmental agency with respect theretoright, and qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise or (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicablecompliance order or adverse report issued by any Governmental Authority or Third Party Payor that, if not promptly complied with or cured, could result in (2A) of the existence suspension or forfeiture of any Withdrawal Liabilitymaterial governmental right, (3) of the adoption ofqualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or the commencement of contributions to, any Plan subject to Section 412 of the Code by franchise necessary for the Borrower, any of its Subsidiaries Subsidiary or any ERISA Affiliate, Affiliated Practice to carry on its business as now conducted or as proposed to be conducted or (4B) any other material Limitation imposed upon the Borrower, any Subsidiary or any Affiliated Practice;
(e) any Change in Law of the type described in clause (a) or (b) of the adoption of such definition relating to any amendment Third Party Payor Arrangement that could reasonably be expected to a Plan subject to Section 412 of the Code which results in have a material increase in contribution obligations and adverse effect on the ability of the Borrower, any of its Subsidiaries Subsidiary or any ERISA Affiliate;
(vi) the occurrence of any Default Affiliated Practice to carry on its business as now conducted or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation as proposed to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Propertyconducted; and
(viiif) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could is reasonably be expected likely to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (St. Louis Pharmaceutical Services, LLC)
Notices of Material Events. (a) The Borrower will furnish Promptly give notice to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the followingof:
(ia) as soon as possible after a Responsible Officer of any Borrower knows of the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or as soon as possible after a Responsible Officer of any material development inBorrower knows, any actionlitigation, suit investigation or proceeding by or before which exists at any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the time between any Borrower or any of its Subsidiaries which, if adversely determined, and any Governmental Authority which could reasonably be expected to result in have a Material Adverse Effect, or ;
(iiic) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days as soon as possible after a Responsible Officer of any judgment not covered by insurance, whether final Borrower knows of any litigation or otherwise, against the proceeding affecting any Borrower or any of its Subsidiaries or in an amount which injunctive or similar relief is sought, in excess of $10,000,000.00each case, that could reasonably be expected to have a Material Adverse Effect;
(ivd) the occurrence as soon as possible and in any event within 10 days after a Responsible Officer of any event or any other development by which the Borrower or any of its Subsidiaries knows, the occurrence of any action (iincluding any steps to terminate any Compensation Plan) fails or any omission (including any failure to comply with make any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject contribution to any Environmental Liability, (iiiCompensation Plan) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental LiabilityCompensation Plan, in each either case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, result of which could reasonably be expected to result in a Material Adverse Effect;
(ve) promptly and in as soon as possible after a Responsible Officer of any event within 15 days Borrower knows of any Material Adverse Effect;
(f) as soon as possible after a Responsible Officer of any Borrower knows (i) the Borrower, any of its Subsidiaries release or discharge by any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice Materials of an alleged default or event of default (whether or not constituting an Event of Default) Environmental Concern required to be reported under this Agreement or under applicable Environmental Laws to any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereofGovernmental Authority, which acceleration any Borrower reasonably determines would either cause a Default reasonably be expected to exceed MXN$200,000,000 or to have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof and (ii) any condition, circumstance, occurrence or event not previously disclosed in writing to the Administrative Agent and each of the Lendersthat could result in liability under applicable Environmental Laws, describing the notice which any Borrower reasonably determines would reasonably be expected to exceed MXN$200,000,000 or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered PropertyMaterial Adverse Effect; and
(viiig) at the occurrence request of any default by a Fee Owner in the performance or observance of any of the termsLender, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 10 days after receipt thereofsuch request, a copy an updated organization chart of Borrowers and their Subsidiaries stating whether any environmental report new Subsidiary has been formed or site assessment obtained by or for incorporated since the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Propertyprevious year. Each notice or other document delivered under pursuant to this Section subsection shall be accompanied by a written statement of a Responsible Officer of the Borrowers setting forth the details of the event or development requiring such notice or other document occurrence referred to therein and any stating what action taken or proposed the Borrowers proposes to be taken take with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower Borrowers will furnish to the Administrative Agent and for distribution to each Lender prompt (not to exceed as soon as possible but in any event within five (5) Business Days after the occurrence thereof unless specifically set forth below) any officer of a Borrower becomes aware thereof, written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the any Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vic) the occurrence of any Default ERISA Event that, alone or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Default, or the Parent and its Subsidiaries in an aggregate amount exceeding $15,000,000;
(d) the receipt by the Parent or any Subsidiary of any notice from any Governmental Authority, trustee or actuary in relation to any non-compliance with any laws, regulations and rules applicable to any Foreign Pension Plan, including funding requirements and the respective requirements of the governing documents for such Foreign Pension Plan, which could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount which, either alone or with any other such events which have occurred, exceeds $15,000,000;
(i) the receipt by any Borrower or any of its Subsidiaries Insurance Subsidiary of any written notice from any Governmental Authority of an alleged default the expiration without renewal, revocation or event suspension of, or the institution of default (whether any proceedings to revoke or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrowersuspend, any PoolUnencumbered Property Owner License now or hereafter held by any of their respective Subsidiaries Insurance Subsidiary which is a party required to conduct insurance business in compliance with all applicable laws and regulations, other than such expiration, revocation or obligorsuspension which, whether as principal individually or suretyin the aggregate, and such default would permit the holder of such note or obligation or other evidence of indebtedness could not reasonably be expected to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, (ii) the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates of the operation institution of any PoolUnencumbered Property where such documentdisciplinary proceedings against or in respect of any Insurance Subsidiary, correspondence or written notice relates the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on Material Adverse Effect or (iii) any judicial or administrative order limiting or controlling the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant insurance business of any PoolUnencumbered PropertyInsurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which could reasonably be expected to have a Material Adverse Effect; and
(viiif) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of either the Parent or the Borrower Representative setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Argo Group International Holdings, Ltd.)
Notices of Material Events. (a) The Borrower Borrowers will furnish to the Administrative Agent and for distribution to each Lender prompt (not to exceed as soon as possible but in any event within five (5) Business Days after the occurrence thereof unless specifically set forth below) any officer of a Borrower becomes aware thereof, written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the any Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vic) the occurrence of any Default ERISA Event that, alone or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Default, or the Parent and its Subsidiaries in an aggregate amount exceeding $15,000,000;
(d) the receipt by the Parent or any Subsidiary of any notice from any Governmental Authority, trustee or actuary in relation to any non-compliance with any laws, regulations and rules applicable to any Foreign Pension Plan, including funding requirements and the respective requirements of the governing documents for such Foreign Pension Plan, which could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount which, either alone or with any other such events which have occurred, exceeds $15,000,000;
(i) the receipt by any Borrower or any of its Subsidiaries Insurance Subsidiary of any written notice from any Governmental Authority of an alleged default the expiration without renewal, revocation or event suspension of, or the institution of default (whether any proceedings to revoke or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrowersuspend, any PoolUnencumbered Property Owner license now or hereafter held by any of their respective Subsidiaries Insurance Subsidiary which is a party required to conduct insurance business in compliance with all applicable laws and regulations, other than such expiration, revocation or obligorsuspension which, whether as principal individually or suretyin the aggregate, and such default would permit the holder of such note or obligation or other evidence of indebtedness could not reasonably be expected to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, (ii) the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates of the operation institution of any PoolUnencumbered Property where such documentdisciplinary proceedings against or in respect of any Insurance Subsidiary, correspondence or written notice relates the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to threatened have a Material Adverse Effect or actual (iii) any judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which could reasonably be expected to have a Material Adverse Effect;
(f) any change or development in the information provided in the Beneficial Ownership Certification delivered to any Lender in connection with this Agreement that would be materially adverse or otherwise have result in a material adverse effect on change to the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant list of any PoolUnencumbered Propertybeneficial owners identified in such certification; and
(viiig) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of either the Parent or the Borrower Representative setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Argo Group International Holdings, Ltd.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any of its Subsidiaries whichthat, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each liability of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of and its Subsidiaries in an aggregate amount in excess of exceeding $10,000,000.0050,000,000;
(ivc) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000;
(v) promptly and in any event within 15 days after (id) the Borrowerassertion of any environmental matter by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any ERISA Affiliate permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000;
(e) immediately, notice of actual (or threatened action that could reasonably be expected to lead to the) suspension, termination or revocation of any License of any Insurance Company that is a Material Subsidiary by any Governmental Authority (including any Applicable Insurance Regulatory Authority), including any notice by any Governmental Authority of the commencement of any proceeding, hearing or administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any action which could reasonably be expected to materially adversely affect the authority of such Insurance Company to conduct its business after notice thereof by such Governmental Authority (including any such Applicable Insurance Regulatory Authority);
(f) promptly after the Borrower knows or has reason to know believe that any ERISA Event insurance, banking or other regulator having jurisdiction over the Borrower or any of its Material Subsidiaries has occurredcommenced any proceeding, issued any order, given notice of a certificate formal hearing, sought relief from any court or taken any similar action with respect to the Borrower or any such Subsidiary that seeks to, or would, result in the revocation of the chief financial officer any license or authorization of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of or any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from materially restrict the PBGC ability of the Borrower or any other governmental agency with respect theretosuch Subsidiary to do business in any jurisdiction, and (ii) becoming aware (1) that there has been an increase a notice describing in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given reasonable detail such proceeding, order, hearing or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliatesimilar action;
(vig) the occurrence any announcement by S&P or ▇▇▇▇▇’▇ of any Default change in the Debt Rating established or Event of Default, or the deemed established by such rating agency;
(h) receipt by the Borrower or any of its Material Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Applicable Bank Regulatory Authority, any Applicable Insurance Regulatory Authority or any other Governmental Authority requiring that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, Borrower or any operator or tenant of its Material Subsidiaries make a capital contribution to any PoolUnencumbered PropertySubsidiary in an aggregate amount exceeding $300,000,000; and
(viiii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed written notice within five (5) Business Days after of its knowledge of the occurrence thereof unless specifically set forth below) written notice of any of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(ivc) the occurrence of any event ERISA Event that alone, or together with any other development by which ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or its Subsidiaries in an aggregate amount exceeding $500,000;
(d) any investigation of the Borrower or any Subsidiary by any Governmental Authority having regulatory authority over the Borrower or any such Subsidiary (other than routine examinations of its Subsidiaries the Borrower and/or any such Subsidiary) to the extent that such Governmental Authority has consented to the giving of such notice (iif the consent of such Governmental Authority is required for the Borrower to give such notice) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregateif adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(v) promptly and in any event within 15 days after (ie) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy issuance of any notice filed with the PBGC cease and desist order (whether written or the IRS pertaining to such ERISA Event and any notices received oral), written agreement, cancellation of insurance or other public or enforcement action by the Borrower, such Subsidiary FDIC or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by Governmental Authority having regulatory authority over the Borrower or any of its Subsidiaries Subsidiary;
(f) the issuance of any written notice informal enforcement action, including, without limitation, a memorandum of an alleged default understanding or event of default (whether proposed disciplinary action by or not constituting an Event of Default) under this Agreement or under from any note, evidence of indebtedness, indenture or other obligation to which or with respect to which Governmental Authority having regulatory authority over the Borrower, any PoolUnencumbered Property Owner Borrower or any of their respective Subsidiaries Subsidiary, to the extent that the Borrower or any such Subsidiary is a party or obligor, whether as principal or surety, and permitted to disclose such default would permit information (provided that the holder of such note or obligation or other evidence of indebtedness Borrower shall take all reasonable efforts to accelerate the maturity thereofobtain any necessary regulatory consents), which acceleration would either cause a Default results in or have could reasonably be expected to result in a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(viig) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) 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.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect theretothereto (to the extent permitted by applicable law, rules and regulations); and
(h) any change of any member of Senior Management by the Borrower or the Bank, other than changes in connection with the CBI Merger pursuant to the Merger Agreement.
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Sources: Loan Agreement (Smartfinancial Inc.)
Notices of Material Events. (a) The Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt (not to exceed five (5) Business Days after through the occurrence thereof unless specifically set forth belowAdministrative Agent) written notice of the following:
(ia) the occurrence of any Default or Event of Default;
(iib) the filing or commencement of, or any material development in, of any action, suit or proceeding by or before any arbitrator or arbitrator, Governmental Authority or Regulatory Supervising Organization against or, to the knowledge of the Borrowera Financial Officer or another executive officer of Holdings, affecting any Intermediate Parent, the Borrower or any of its Subsidiaries whichSubsidiary, if adversely determinedaffecting Holdings, could reasonably be expected to result in a Material Adverse Effectany Intermediate Parent, or ;
(iii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any Subsidiary or the receipt of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives a notice of any claim with respect to any an Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, Liability that could reasonably be expected to result in a Material Adverse Effect;
(vc) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions toany investigation by any Governmental Authority of or affecting Holdings, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate;
(vi) the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority Subsidiary that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and
(viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect, including ;
(id) breach or non-performance of, or any default under, any provision the occurrence of any security issued by ERISA Event that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and
(e) the appearance of Holdings, the Borrower or any of its Subsidiaries Subsidiary or of any agreement, instrument ▇▇▇▇▇▇▇ ▇▇▇▇▇ on the Specially Designated Nationals and Blocked Person List or other undertaking to which such Person is a party or similar lists maintained by which it or any OFAC and/or the United States Department of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement ofTreasury, or identified in any material development in, any litigation or proceeding affecting related executive orders issued by the Borrower or any President of its Subsidiariesthe United States.; and
(xiiif) if the Borrower has previously provided a Beneficial Ownership Certification to any Lender in connection with this Agreement, any change in the information provided in the such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract