Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereof: (a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto; (b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto; (c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect; (d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment; (e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants; (f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence; (g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect; (h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect; (i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and (j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 6 contracts
Sources: Credit Agreement (Tempus AI, Inc.), Credit Agreement (Tempus AI, Inc.), Credit Agreement (Tempus AI, Inc.)
Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent (for distribution to each Lender), prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the commencement ofinsurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or any material development inseeks remedies in connection with, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could would reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (Cvii) which purports involves any product recall;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;
(d) any loss, damage, or destruction to affect the legalityCollateral in the amount of $2,000,000 or more, validity whether or enforceability of not covered by insurance;
(e) any Loan Document and all default notices received under or (ii) the occurrence of any material adverse development with respect to any litigationmaterial leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof);
(f) no later than five business days prior to the effectiveness thereof, actionall material amendments to the Term Loan Documents, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement copy of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, each such amendment;
(g) all material amendments to the extent Petro Acquisition Purchase Agreement and the Collateral Agent requestsRecapitalization Documents, together with a copy of each such amendment;
(h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all documentation related theretoagreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days);
(ci) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge liability of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement Borrowers and their Subsidiaries in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of aggregate amount exceeding $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith2,000,000; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 5 contracts
Sources: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)
Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five any actual knowledge of the Loan Parties of, or any receipt of any notice of, any governmental investigation or any litigation, arbitration or administrative proceeding (5each, an “Action”) Business Days after an authorized officer commenced or, to the knowledge of any Loan Party, threatened against any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of that (i) seeks damages in excess of $25,000,000 (provided that there is a reasonable likelihood that damages in excess of $25,000,000 shall be awarded in connection with such Action), (ii) seeks injunctive relief (provided that there is a reasonable likelihood that such injunctive relief shall be granted and, if so granted, such injunctive relief would be reasonably likely to have a Material Adverse Effect on the commencement ofBorrowers’ ability to perform their obligations under the Loan Documents or would have a Material Adverse Effect on the Collateral), (iii) is asserted or instituted against any Plan, its fiduciaries or its assets (provided that such Action has a reasonable likelihood of success and seeks damages, or any material development inwould result in liabilities, any litigationin excess of $25,000,000), action, proceeding or labor controversy or proceeding affecting (iv) alleges criminal misconduct by any Loan Party or any Subsidiary of any Loan Party or its respective property Subsidiaries (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably provided that such criminal misconduct would be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect), (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws (provided that such Action has a reasonable likelihood of success and seeks damages, or would result in liabilities, in excess of $25,000,000), (vi) contests any tax, fee, assessment, or other governmental charge in excess of $25,000,000, or (Cvii) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of involves any material adverse development product recall;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; provided that such claim or assertion has a reasonable likelihood of success;
(d) any loss, damage, or destruction to the Collateral in the amount of $25,000,000 or more per occurrence or related occurrences, whether or not covered by insurance;
(e) any and all default notices received under or with respect to any litigation, action, proceeding leased location or labor controversy described in Schedule 3.06, and, in each case together public warehouse where Collateral with a statement fair market value in excess of an authorized officer of the Borrower, $25,000,000 is located (which notice shall specify the nature be delivered within 10 Business Days after receipt thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto);
(cf) the occurrence of any ERISA Event which or breach of the representations and warranties in Section 3.10 that, alone or together with any other ERISA Events or breaches of such representations and warranties that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge liability of the occurrence Loan Parties and their Subsidiaries, whether directly or by virtue of a material breach or default or notice of termination by their affiliate with any party underERISA Affiliate, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrenceaggregate amount exceeding $25,000,000;
(g) promptly upon the receipt thereof, release into the environment of any written notice received Hazardous Material that is required by the Borrower or any Subsidiary that the FDA or other comparable applicable Environmental Law to be reported to a Governmental Authority (including and which could reasonably be expected to lead to any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effectmaterial Environmental Liability;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 4 contracts
Sources: Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution Agent, which shall furnish to each Issuing Bank and each Lender), promptly upon any Financial Officer of the Borrower becoming aware, written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of its Subsidiaries obtains knowledge thereof, notice from an authorized a Financial Officer or another executive officer of the Borrower of (i) or any Subsidiary, affecting the commencement ofBorrower or any Subsidiary, or any material adverse development in, in any litigation, such pending action, proceeding or labor controversy suit or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including not previously disclosed in respect of Environmental Laws and writing by the Borrower’s and its Subsidiaries’ intellectual property) (A) Borrower to the Administrative Agent, that in which the amount of damages could each case would reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, Effect or (C) which purports to affect that in any manner questions the legality, validity of this Agreement or enforceability of any other Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoDocument;
(c) the occurrence of any ERISA Event which could or any fact or circumstance that gives rise to the Borrower’s reasonable expectation that any ERISA Event will occur that, in either case, alone or together with any other ERISA Events that have occurred or are reasonably be expected to result in a Material Adverse Effectliability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000;
(d) within five (5) Business Days promptly after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by date that the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending commences or revoking terminates negotiations with any Registration collective bargaining agent for the purpose of the Borrower or materially changing any Subsidiarycollective bargaining agreement, (ii) reaches an agreement with any collective bargaining agent prior to ratification for the purpose of materially changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registrationcollective bargaining agreement, (iii) considering ratifies any agreement reached with a collective bargaining agent for the purpose of the foregoing, materially changing any collective bargaining agreement or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or becomes subject to a suspension “cooling off period” under the auspices of manufacturing by the National Mediation Board, the commencement or termination of such negotiations or the receipt of such agreement or notice of a “cooling off period” (including a copy of such agreement or notice), as applicable; and
(e) any Governmental Authorityother development (including notice of any Environmental Liability) that has resulted, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not would reasonably be expected to result result, in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 4 contracts
Sources: Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/)
Notices of Material Events. The Borrower Company will furnish to the Administrative Agent (for distribution to each Lender)Holders, written notice of the following promptly after obtaining knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party the Company or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000that, (B) which if adversely determined, is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Company and the Subsidiaries in an aggregate amount exceeding $5,000,000;
(d) within five the receipt by the Company or any Subsidiary of (5i) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination any loss of (A) accreditation from the Joint Commission on Accreditation of Healthcare Organizations or (B) any governmental right, qualification, permit, accreditation, approval, authorization, license or franchise or (ii) any notice, compliance order or adverse report issued by any party underGovernmental Authority that, if not promptly complied with or cured, could result in the suspension or forfeiture of any material governmental right, qualification, permit, accreditation, approval, authorization, license or franchise necessary for the Borrower or any Subsidiary to carry on its business as now conducted or as proposed to be conducted, including the right or authorization to sell, distribute, market or donate any product, or any material amendment entered into by any party torestriction, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, or prohibition on the Google Note), a statement specific use or indication of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentany product;
(ei) within ten any claims by any third parties relating to alleged infringement by Holdings, the Borrower or any Subsidiary of any material third party Intellectual Property and (10ii) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by material developments regarding the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsNMT Claims;
(f) immediately upon becoming aware thereof, notice any material developments regarding the FCPA Claims (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or as defined in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (vCredit Agreement), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jg) any other development that results in, or is reasonably likely, individually or in the aggregate, likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 7.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 4 contracts
Sources: Securities Purchase Agreement (AGA Medical Holdings, Inc.), Securities Purchase Agreement (AGA Medical Holdings, Inc.), Securities Purchase Agreement (AGA Medical Holdings, Inc.)
Notices of Material Events. The Borrower will will, upon knowledge thereof by a Responsible Officer, furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of arbitrator or Governmental Authority against or affecting the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages thereof that could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5i) Business Days after any Loan Party obtains knowledge of the occurrence of any default (whether matured or unmatured) under any Material Exclusive License Agreement, together with a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details reasonable description of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiarydefault, (ii) any written notice from any Governmental Authority proposing material amendment, restatement, modification, supplement or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detentionwaiver in respect of, or suspension of manufacturingmaterial notice delivered pursuant to, any Material Exclusive License Agreement, together with copies thereof and (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, existence of any proceedings in the United States material claims, disputes or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure disagreements of any product of any of the Borrower nature, whether actual or any Subsidiary, exceptthreatened, in each case of the foregoing clauses (i) through (v)respect of, where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000involving or otherwise affecting any Material Exclusive License Agreement, individually or in the aggregate, or (y) together with a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithreasonable description thereof; and
(je) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered pursuant to clause (b) of this Section 5.02 may be delivered by the Borrower’s reference to or one or more annual or quarterly or other periodic reports containing such information shall have been posted by the Administrative Agent on an IntraLinks or similar website to which the Lenders have been granted access or shall be available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section 5.02 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 4 contracts
Sources: Credit Agreement (Eagle Pharmaceuticals, Inc.), Credit Agreement (Eagle Pharmaceuticals, Inc.), Credit Agreement (Eagle Pharmaceuticals, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) prompt notice after any Financial Officer of the Borrower obtains actual knowledge of the filing or commencement of any material action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries;
(b) prompt notice of the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(bc) within five (5) Business Days after an authorized officer promptly upon the occurrence of any Loan Party event or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, circumstance that has or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in have a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer effect on the value of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse EffectCollateral;
(d) within five (5) Business Days after any Loan Party obtains knowledge prompt notice of the occurrence of a material breach any “default,” “event of default,” “termination event,” “cancellation,” “revocation,” “failure to renew,” “suspension,” “withdrawal,” “modification” or default or notice of termination by similar event under any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentExport Contract;
(e) within ten (10) Business Days after, receipt thereof, copies prompt notice of all the occurrence of any “management lettersdefault,” submitted “event of default,” “termination event,” “cancellation,” “revocation,” “failure to renew,” “suspension,” “withdrawal,” “modification” or similar event under any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsMolca-Molino Americano Agreement;
(f) immediately upon becoming aware thereofprompt notice of any other notices given to or received by the Borrower pursuant to the Financing Documents, the Export Contracts, the Molca-Molino Americano Agreements or under any Permit, including notice (whether involuntary of any breach or voluntary) violation of any provision thereof by any party thereto that is material to the operations of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;Borrower and/or Molino Americano; and
(g) promptly upon the receipt thereof, occurrence of any written notice received by the Borrower event or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided circumstance that, in each case of the foregoing clauses (i) through (iv)after due inquiry, where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually has or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, have a Material Adverse Effect. Each notice delivered under pursuant to this Section 5.02 5.2 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken by the Borrower with respect thereto.
Appears in 3 contracts
Sources: Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.), Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.), Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.)
Notices of Material Events. The Borrower Parent or the Borrower, as applicable, will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the commencement of any Loan Party legal or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereofarbitral proceedings, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) proceedings before any Governmental Authority filed against the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party underParent, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Restricted Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided proceedings that, in each case of the foregoing clauses (i) through (iv)if adversely determined, where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation liability not fully covered by insurance, subject to normal deductibles, in excess of $5,000,000, 10,000,000 (whether individually or in the aggregate, or (y) a Material Adverse Effect);
(ic) concurrently with in the delivery event the amount of contested taxes or claims not previously disclosed in the financial statements delivered under Section 5.01(a) and Section 5.01(b) above exceeds $10,000,000 in the aggregate at any one time, prompt written notice from an Authorized Officer describing such circumstances, in detail satisfactory to the Administrative Agent;
(d) prompt written notice, and in any event within three Business Days, of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents occurrence of any Loan Party Casualty Event to Oil and Gas Properties subject to any Mortgage or changes the commencement of any action or proceeding for the taking of any Oil and Gas Properties subject to any Mortgage with a value exceeding $10,000,000 under power of eminent domain or by condemnation, nationalization or similar proceeding;
(e) 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 accounting or financial reporting practices, fiscal years or fiscal quarters liability of the Loan PartiesParent, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying and the Agents of such amendment and attaching thereto any relevant documentation Restricted Subsidiaries in connection therewithan aggregate amount exceeding $10,000,000; and
(jf) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial an Authorized Officer or other executive officer of the Borrower Parent (or the Borrower, if applicable) setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Sources: Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp)
Notices of Material Events. The Within five Business Days after obtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding affecting by or before any Loan Party arbitrator or any Subsidiary of any Loan Party or its respective property Governmental Authority (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, Environmental Liability) against the Borrower or any Subsidiary or any adverse development in any such pending action, suit or proceeding or labor controversy described not previously disclosed in Schedule 3.06writing by the Borrower to the Administrative Agent, and, that in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of any ERISA Event or any fact or circumstance that gives rise to a material breach reasonable expectation that any ERISA Event will occur that, in either case, alone or default together with any other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect, and provide (i) a written notice of termination by any party underspecifying the nature thereof, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of what action the Borrower setting forth details or any of such material breach its ERISA Affiliates has taken, is taking or default or notice of termination and the actions taken or proposes to be taken take with respect thereto and, if applicablewhen known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, upon the Administrative Agent’s request, copies of (1) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the IRS with respect to each Plan; (2) all notices received by the Borrower or any of its ERISA Affiliates from a copy Multiemployer Plan sponsor concerning an ERISA Event; and three (3) copies of such amendmentother documents or governmental reports or filings relating to any Plan as Administrative Agent shall reasonably request;
(d) any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (it being understood and agreed that such notice shall be deemed provided to the extent described in any financial statement delivered to the Administrative Agent pursuant to the terms of this Agreement);
(e) within ten (10) Business Days afterany Governmental Authority denial, receipt thereofrevocation, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary modification or voluntary) of the bankruptcy, insolvency, reorganization non-renewal of any Loan Party, Environmental Permit held or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received sought by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jf) any other development that results inhas resulted, or is could reasonably likelybe expected to result, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Aspen Technology Inc /De/), 364 Day Bridge Credit Agreement (Aspen Technology Inc /De/)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereofAffiliates, notice from an authorized officer other than disputes in the ordinary course of business or, whether or not in the Borrower ordinary of business, disputes involving amounts exceeding $40,000,000 (i) the commencement ofexcluding, or any material development inhowever, any litigationactions relating to workers’ compensation claims or negligence claims relating to use of motor vehicles, actionif fully covered by insurance, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected subject to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretodeductibles);
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and any of its ERISA Affiliates in an aggregate amount exceeding $60,000,000;
(d) within five (5) Business Days after the assertion of any Loan Party obtains knowledge claim with respect to any Environmental Liability by any Person against, or with respect to the activities of, the Borrower or any other Group Member and any alleged violation of or non‑compliance with any Environmental Laws or any permits, licenses or authorizations, other than any such claim, alleged violation or non-compliance that, alone or together with any other such matters that have occurred, could reasonably be expected to result in liability of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement Group Members in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentaggregate amount exceeding $25,000,000;
(e) within ten five days thereof (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to or such earlier time as set forth in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) 5.4 of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereofGuarantee and Collateral Agreement), any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, change in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any SubsidiaryLoan Party’s corporate name, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturingLoan Party’s corporate structure, (iii) any FDA warning letter, untitled letter, Loan Party’s jurisdiction of organization or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) the organization identification number, if any, or, with respect to any written notice asserting Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a product UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and the Borrower agree not to effect or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of permit any of the Borrower Loan Parties to effect any change referred to in this Section 6.02(e) unless all filings have been made under the UCC or any Subsidiaryotherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, except, legal and perfected security interest in each case of all the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or Collateral as contemplated in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(aSecurity Documents), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jf) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
Notices of Material Events. The As soon as reasonably practicable after any Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower will furnish to the Administrative Agent (for distribution to each Lender), Lender through the Administrative Agent) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding affecting by or before any Loan Party arbitrator or any Subsidiary Governmental Authority against or, to the knowledge of any Loan Party a Financial Officer or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized another executive officer of the Borrower, which affecting Holdings, the Borrower or any Subsidiary or the receipt of a written notice shall specify the nature thereofof an Environmental Liability, and what actions the applicable Loan Parties propose to take with respect theretoin each case, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided thatERISA Event, in each case of the foregoing clauses (i) through (iv)case, where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jd) any material amendment, restatement, supplement or other development that results inmodification of, or is reasonably likely, individually any Default or Event of Default (each as defined in the aggregateDK Note Purchase Agreement) under, or any material notice is received or sent in connection with, the DK Note Purchase Agreement or any material document evidencing or governing any Note Facility; provided that for the avoidance of doubt, no changes to result inArticle 6 (THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT) of the DK Note Purchase Agreement shall be deemed as a material amendment, a Material Adverse Effect. Each notice restatement, supplement or modification; provided that documents required to be delivered under pursuant to this Section 5.02 5.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be accompanied by a statement of a Financial Officer or other executive officer of deemed to have been delivered on the date on which the Borrower setting forth the details of the event posts such documents, or development requiring such notice and any action taken or proposed to be taken with respect provides a link thereto, at ▇▇▇.▇▇▇.▇▇▇.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Vacasa, Inc.), Revolving Credit Agreement (Vacasa, Inc.)
Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent (for distribution to each Lender), Agents prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages Affiliate thereof that could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect;
(e) any failure by any Loan Party to pay rent at any of such Loan Party's locations at which Collateral is located, which failure continues for more than fifteen (15) days (or such shorter cure period as provided in the lease for such location) following the day on which such rent first came due;
(f) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants;
(g) any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent;
(h) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral under power of eminent domain or by condemnation or similar proceeding;
(i) the filing of any Lien for unpaid Taxes against any Loan Party; and
(j) the receipt of any notice from a supplier, seller, or agent pursuant to either PACA or PASA. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Marsh Supermarkets Inc), Credit Agreement (Marsh Supermarkets Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party the filing or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding affecting by or before any Loan Party arbitrator or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and Governmental Authority against or, to the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer knowledge of the Borrower, which notice shall specify affecting the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies Borrower or any of all documentation related theretoits Subsidiaries;
(c) the occurrence of any ERISA Event event or any other development by which could reasonably be expected the Borrower or any of its Subsidiaries (i) fails to result in a Material Adverse Effectcomply 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;
(d) within 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, with respect to any Indebtedness of the Borrower or any of its Subsidiaries in a principal amount in excess of $1,000,000;
(e) promptly and in any event at least five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or prior thereto, notice of termination by any party underchange (i) in the Borrower’s legal name, or material amendment entered into by any party to(ii) in the Borrower’s chief executive office, its principal place of business, any document office in which it maintains books or agreement records, (iii) in respect the Borrower’s identity or legal structure, (iv) in the Borrower’s federal taxpayer identification number or organizational number, (v) in the Borrower’s jurisdiction of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsorganization;
(f) immediately upon becoming aware thereof, notice 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 (whether involuntary c) or voluntary(d) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrencecertification;
(g) promptly upon the receipt thereof, copies of any written notice notices received by the Borrower pursuant to or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration in connection with either of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying Indentures to the extent such notice relates to the occurrence of a breach, default or other act on non-compliance with respect to either such Indenture, or to any change from a prior certification, from an authorized officer payments or payment terms of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithdebentures issued thereunder; and
(jh) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice or other document delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Officer or other executive an 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: Revolving Credit Agreement (Atlantic American Corp), Revolving Credit Agreement (Atlantic American Corp)
Notices of Material Events. The Borrower will Loan Parties shall furnish to the Administrative Agent (for distribution or cause to each Lender)be furnished to Administrative Agent, written notice of the following as promptly as reasonably practicable after obtaining actual knowledge thereof, notice of:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement ofany Default, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding matter which has resulted or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could would reasonably be expected to result in a Material Adverse EffectEffect or (iii) the receipt of any notice of any governmental investigation or any litigation commenced or threatened against any Loan Party, where such Loan Party is specifically named in such investigation or litigation;
(b) any transaction or event, or a series of related transactions or events, that constitutes, or that, if consummated, would constitute, a Change of Control;
(i) the imposition of, or any event or transaction that, if consummated, would result in the imposition of, any Transfer Restriction (other than Existing Transfer Restrictions) on the Collateral, (ii) any Facility Adjustment Event or any Potential Facility Adjustment Event or (iii) any Lien (other than Permitted Liens) or “adverse claim” (within the meaning of Section 8502 of the UCC) made or asserted against any of the Collateral; or
(d) within (i) the failure of the Loan Parties to maintain at least one Independent Director, or (ii) the removal of any such Independent Director without cause or without giving prior written notice to Administrative Agent; provided that, the Loan Parties shall furnish to Administrative Agent (i) at least five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or Days’ prior written notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness proposed change to such Loan Party’s Independent Director and (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(eii) within ten (10) Business Days after, as soon as reasonably practicable after receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of notices received from any Loan Party, or ’s Independent Director and/or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents employer of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse EffectIndependent Director. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer an Authorized Representative of the Borrower applicable Loan Party setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Margin Loan Agreement (HNA Tourism Group Co., Ltd.), Margin Loan Agreement (HNA Tourism Group Co., Ltd.)
Notices of Material Events. The Borrower Upon its obtaining knowledge thereof, the Company will furnish to the Administrative Agent (for distribution to each Lender), prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party the Company or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000that, (B) which is reasonably likely to result in a Material Adverse Effectif adversely determined, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five the occurrence of any ERISA Event (5) Business Days after any Loan Party obtains or the maintenance, commencement or, to the knowledge of the occurrence Borrowers, threat of a material breach any claim, action, suit, audit or default investigation with respect to any Plan other than routine claims for benefits) that, alone or notice together with any other ERISA Events that have occurred (and 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 termination by any party underthe Borrowers, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Notehave been threatened), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) liability of the Company and the Subsidiaries in an obligation in excess of aggregate amount exceeding $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect20,000,000;
(id) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party change in material accounting policies or changes in accounting or material financial reporting practices, fiscal years practices by the Company or fiscal quarters of any Subsidiary not otherwise reported in the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithCompany’s SEC filings; and
(je) any other development that results in, or is could reasonably likelybe expected to result in, individually a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; and (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable Environmental Laws, which in each instance referred to in the aggregateforegoing clauses (i), (ii) and (iii) results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Altra Industrial Motion Corp.), Credit Agreement (Altra Holdings, Inc.)
Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative each Agent and each Lender prompt (for distribution but, with respect to paragraph (d) below, in any event within three days thereof, and with respect to each Lender)other paragraph below, in any event within five days thereof) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or (to its knowledge) affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000that, (B) which is reasonably likely to result in a Material Adverse Effectif adversely determined, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could would reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening asserting that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary Loan Party is not in compliance with with, or that there are any applicable lawgrounds to suspend, (iv) revoke or terminate, any written notice asserting that a product of the Borrower Concession or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detainedother material Governmental Approval, or subject to of any suspension, revocation or termination thereof;
(d) the commencement of, or Holdings becoming aware of a suspension of manufacturing material threat of, any action by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not Authority that would reasonably be expected to result in (x) an obligation in excess the condemnation, seizure, compulsory acquisition, expropriation or nationalization of $5,000,000, individually all or in a material part of the aggregate, assets of the Loan Parties or (y) a Material Adverse Effectany Equity Interests of the Borrower or any Restricted Subsidiary;
(i) concurrently with the delivery any involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking liquidation, reorganization, "concordato", "concordata", a bankruptcy judgment, application of the financial information pursuant to Section 5.01(a)Colombian Law 550 of 1999, as amended, or other relief in respect of any Unrestricted Subsidiary, or its debts, (bii) any Unrestricted Subsidiary shall voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, "concordato", "concordata", a bankruptcy judgment, a judicial creditors' agreement, application of Colombian Law 550 of 1999, as amended, or other relief or (c)iii) any Unrestricted Subsidiary shall become unable, information regarding admit in writing its inability or fail generally to pay its debts as they become due;
(f) the declaration of a moratorium on the payment of external debt by any material amendment to Governmental Authority or Central Bank in any Project Country or the organizational documents Netherlands or any other action by any such Governmental Authority or Central Bank that restricts the ability of any Loan Party to make any payment when due under any Loan Document or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to transfer Dollars to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithUnited States; and
(jg) any other development that results in, or is would reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Holdings setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Common Agreement (At&t Latin America Corp), Common Agreement (At&t Latin America Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender written notice of the following promptly within five (5) Business Days after obtaining any Responsible Officer obtains actual knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could that would reasonably be expected to result in a Material Adverse Effect;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;
(d) within five (5i) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, a Material Adverse Effect or (yii) the occurrence of any of the following to the extent the same could reasonably be expected to result in a Material Adverse Effect: (A) issuance by the Pensions Regulator of a Financial Support Direction or a Contribution Notice in relation to any Non-U.S. Pension Plan or a warning notice in respect thereof, (B) any amount is due to any Non-U.S. Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995 and/or (C) an amount becomes payable under Section 75 or 75A of the United Kingdom Pensions ▇▇▇ ▇▇▇▇;
(ie) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment all amendments to the organizational documents ABL Credit Agreement, together with a copy of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of each such amendment and attaching thereto any relevant documentation in connection therewithamendment; and
(jf) any other development event or occurrence that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Loan Agreement (Lifetime Brands, Inc), Loan Agreement (Lifetime Brands, Inc)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(ai) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence filing or commencement of any material adverse development with respect to any litigation, action, suit or proceeding by or labor controversy described in Schedule 3.06before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, andif adversely determined, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(diii) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery liability of the financial information pursuant to Section 5.01(a)Company, (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents or any of such amendment and attaching thereto any relevant documentation their Subsidiaries in connection therewithan aggregate amount exceeding $250,000; and
(jiv) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement certificate of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
(b) The Borrower shall deliver to the Administrative Agent and the Lenders written notice of each of the following not less than ten (10) Business Days prior to the occurrence thereof: (i) a sale, transfer or other disposition of assets by any of the Consolidated Businesses, in a single transaction or series of related transactions, for consideration in excess of an amount equal to 10% of the Total Value, (ii) an acquisition of assets by any one or more Consolidated Business, in a single transaction or series of related transactions, for consideration in excess of 10% of the Total Value, and (iii) the grant of a Lien by any one or more Consolidated Business with respect to assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of 10% of the Total Value. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and its Financial Officer certifying that Borrower and the Guarantors are in compliance with this Agreement and the other Loan Documents both on a historical basis and on a pro forma basis, exclusive of the property sold, transferred and/or encumbered and inclusive of the property to be acquired or the indebtedness to be incurred, together with calculations, in the form of Schedule B to Exhibit F attached hereto, evidencing compliance with each of the financial covenants set forth in Article VI hereof. To the extent such proposed transaction, after giving effect to the prepayment required to be made pursuant to Section 2.09(c), would result in a failure to comply with the financial covenants set forth herein, the Borrower shall prepay outstanding Loans in such amount, as determined by the Administrative Agent, as may be required to reduce the Obligations so that the Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction.
Appears in 2 contracts
Sources: Credit Agreement (Home Properties Inc), Credit Agreement (Home Properties Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereofAffiliates, notice from an authorized officer other than disputes in the ordinary course of business or, whether or not in the Borrower ordinary of business, disputes involving amounts exceeding $40,000,000 (i) the commencement ofexcluding, or any material development inhowever, any litigationactions relating to workers’ compensation claims or negligence claims relating to use of motor vehicles, actionif fully covered by insurance, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected subject to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretodeductibles);
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and any of its ERISA Affiliates in an aggregate amount exceeding $60,000,000;
(d) within five (5) Business Days after the assertion of any Loan Party obtains knowledge claim with respect to any Environmental Liability by any Person against, or with respect to the activities of, the Borrower or any other Group Member and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any such claim, alleged violation or non-compliance that, alone or together with any other such matters that have occurred, could reasonably be expected to result in liability of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement Group Members in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentaggregate amount exceeding $25,000,000;
(e) within ten five days thereof (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to or such earlier time as set forth in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) 5.4 of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereofGuarantee and Collateral Agreement), any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, change in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any SubsidiaryLoan Party’s corporate name, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturingLoan Party’s corporate structure, (iii) any FDA warning letter, untitled letter, Loan Party’s jurisdiction of organization or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) the organization identification number, if any, or, with respect to any written notice asserting Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a product UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and the Borrower agree not to effect or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of permit any of the Borrower Loan Parties to effect any change referred to in this Section 6.02(e) unless all filings have been made under the UCC or any Subsidiaryotherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, except, legal and perfected security interest in each case of all the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or Collateral as contemplated in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(aSecurity Documents), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jf) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify specifying the nature thereof, the period of existence and extent thereof and what the corrective action the applicable Loan Parties propose (if any) proposed to take be taken with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of its their Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could would reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in have a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could or Foreign Plan Event that, individually or together with all other ERISA Events or Foreign Plan Events that have occurred, would reasonably be expected to result in have a Material Adverse Effect;
(d) within five (5) Business Days after the filing of any Loan Party obtains knowledge Lien for unpaid taxes in excess of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment$1,000,000;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by change in the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsBorrower’s chief executive officer or chief financial officer;
(f) immediately upon becoming aware thereofany discharge, notice (whether involuntary resignation or voluntary) withdrawal of the bankruptcy, insolvency, reorganization of registered public accounting firm (provided that filing an applicable 8-K with the SEC shall satisfy any Loan Party, notice requirements under clause (e) above or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrencethis clause (f));
(g) promptly upon the receipt thereofany Casualty Event, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority Casualty Event (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or as defined in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335ABL Credit Agreement) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, commencement of any proceedings in the United States action or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action proceeding that could not reasonably be expected to result in a Casualty Event or any Casualty Event (x) an obligation as defined in the ABL Credit Agreement), in each case involving assets with a fair market or book value in excess of $5,000,000, individually or 1,000,000;
(h) any change in the aggregateinformation provided in the Beneficial Ownership Certification, or (y) if any, delivered to such Lender that would result in a Material Adverse Effect;change to the list of beneficial owners identified in such certification; and
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development specific to Holdings, the Borrower or any of their Subsidiaries that results inis not a matter of general public knowledge and that has had, or is would reasonably likely, individually or in the aggregate, be expected to result inhave, a Material Adverse Effect. Each notice delivered under this Section 5.02 5.05 (i) shall be in writing and (ii) shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and (if applicable) any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereof:
(a) the occurrence all existing and all threatened litigation, claims, investigations, administrative proceedings and similar actions in excess of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
$100,000; (b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding changes in applicable law affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in other development which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in have a Material Adverse EffectEffect on such Loan Party’s business, assets, affairs, prospects or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
financial condition; (c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
Default; (d) within five the institution of steps by a Loan Party to withdraw from, or the institution of any steps to terminate, any employee benefit plan as to which such Loan Party may have liability; (5e) Business Days after the violation by any Loan Party obtains knowledge of the occurrence of any environmental law or action against a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred that seeks to in Section 5.01 in connection with each audit made by such accountants;
impose any material environmental liability; (f) immediately upon becoming aware thereofany loss, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Partydamage, or destruction to the appointment Collateral in the amount of any trustee in connection with $100,000 or anticipation of any such occurrencemore, whether or the taking of any step not covered by any Person in furtherance of any such action or occurrence;
insurance; (g) promptly upon the within two Business Days of receipt thereof, any written notice and all default notices received by the Borrower under or with respect to any Subsidiary that the FDA leased location or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except public warehouse where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation Collateral valued in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
100,000 is located; (h) promptly upon the receipt thereof, any Lien (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335other than Permitted Liens) or other written notice regarding the planned claim made or actual institution of criminal proceedings asserted against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation Collateral valued in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
100,000; (i) concurrently all material amendments to any Material Agreement, together with the delivery a copy of the financial information pursuant to Section 5.01(a), each such amendment; (bj) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes change in accounting or financial reporting practicespractices by any Borrower or any Subsidiary; (k) any changes to its charter, fiscal years articles or fiscal quarters certificate of incorporation or organization, by-laws, operating, management or partnership agreement or other organizational or governing documents, and (l) any change in the Loan Parties, information provided in the Beneficial Ownership Certification delivered to Lender that would result in a certificate, certifying change to the extent list of any change from a prior beneficial owners identified in such certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit and Security Agreement (Hudson Executive Investment Corp.), Credit and Security Agreement (Hudson Executive Investment Corp.)
Notices of Material Events. The Borrower Borrowers will furnish to the to the Ad Hoc Committee Advisors and the Administrative Agent (for distribution to each Lender), the Lenders) written notice promptly upon any Financial Officer, or other officer or employee responsible for compliance with the Loan Documents, of the following promptly after obtaining knowledge thereofBorrowers becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against (other than in connection with the Cases) or affecting the Parent Borrower or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement ofRestricted Subsidiary, or any material adverse development in, in any litigation, such pending action, proceeding or labor controversy suit or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including not previously disclosed in respect of Environmental Laws writing by the Borrowers to the Administrative Agent and the Borrower’s and its Subsidiaries’ intellectual property) (A) Lenders, that in which the amount of damages could each case would reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, Effect or (C) which purports to affect that in any manner questions the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoDocument;
(c) the occurrence of any an ERISA Event which could that has resulted, or would reasonably be expected to result result, in a Material Adverse Effect;
(d) within five (5i) Business Days after as soon as practicable in advance of filing (and to the extent practicable not later than three (3) days prior to the filing thereof) with the Court or delivering (and to the extent practicable not later than three (3) days prior to the delivery thereof) to the Committee appointed in a Case, if any, or to the U.S. Trustee, as the case may be, the Order, all other material proposed orders and pleadings related to (x) the Cases (all of which must be in form and substance reasonably satisfactory to the Required Lenders), (y) the Pre-Petition Credit Agreement and this Agreement and the credit facilities contemplated thereby and/or any Loan Party obtains knowledge sale contemplated in accordance with the Required Milestones and any Plan of Reorganization and/or any disclosure statement related thereto (all of which must be in form and substance reasonably satisfactory to the Administrative Agent), and (ii) substantially simultaneously with the filing with the Court or delivering to the Committee appointed in any Case, if any, or to the U.S. Trustee, as the case may be, monthly operating reports and all other notices, filings, motions, pleadings or other information concerning the financial condition of the occurrence of a material breach Loan Parties or default their Subsidiaries or notice of termination by the Cases that may be filed with the Court or delivered to the Committee appointed in any party underCase, if any, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, to the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;U.S. Trustee; or
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results inhas resulted, or is would reasonably likelybe expected to result, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Parent Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Ascena Retail Group, Inc.), Restructuring Support Agreement (Ascena Retail Group, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) as soon as possible, but in any event within five (5) days of obtaining knowledge thereof, the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) as soon as possible, but in any event within five fifteen (515) Business Days days after an authorized officer obtaining knowledge of the filing or commencement of any Loan action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any of its Subsidiaries obtains knowledge thereofAffiliate thereof that, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) as soon as possible, but in any event within five fifteen (515) Business Days days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by together with any party underother ERISA Events that have occurred, or material amendment entered into by any party to, any document or agreement could reasonably be expected to result in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liability of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentRestricted Subsidiaries in an aggregate amount exceeding $1,000,000;
(ed) as soon as possible, but in any event within ten fifteen (1015) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization days after obtaining knowledge of any Loan release by any Credit Party, or the appointment any other Person of any trustee in connection with or anticipation of any such occurrenceHazardous Material into the environment, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not which could reasonably likely be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(he) promptly upon the receipt thereofas soon as possible, but in any event within fifteen (i15) days after any FDA Section 305 notice alleging any violation of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing Environmental Law by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States Credit Party or any other applicable jurisdiction seeking the withdrawalEnvironmental Liability, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action which could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(if) concurrently as soon as possible, but in any event within fifteen (15) days after the occurrence of any breach or default under, or repudiation or termination of, any Material Sales Contract, which could reasonably be expected to have a Material Adverse Effect;
(g) promptly following the execution and delivery thereof, copies of any amendment, modification, waiver or other change to the Revolving Loan Documents, together with the delivery a certificate of a Responsible Officer certifying that such copies are true, correct and complete as of the financial information date of delivery;
(h) promptly following the furnishing or receipt thereof, copies of any default notices under the Revolving Loan Documents not otherwise required to be furnished to the Lenders pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents other provisions of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewiththis Agreement; and
(ji) as soon as possible, but in any event within five (5) days of becoming aware of any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each To the extent applicable, each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Clayton Williams Energy Inc /De), Credit Agreement (Clayton Williams Energy Inc /De)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), Lender prompt (and in any event within five (5) Business Days after the Borrower obtains knowledge thereof) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of the filing or commencement of, or the threat in writing of, any Loan Party action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of thereof not previously disclosed in writing to the Borrower of (i) the commencement of, Lenders or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to in any litigation, action, proceeding suit, proceeding, investigation or labor controversy described arbitration (whether or not previously disclosed to the Lenders) that, in Schedule 3.06either case, has a reasonable probability of an adverse determination and, in each case together with a statement of an authorized officer of the Borrowerif adversely determined, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effectliability in excess of $5,000,000, in each case, not fully covered by insurance, subject to normal deductibles;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach action, investigation or default or notice of termination inquiry by any party under, or material amendment entered into by any party to, any document or agreement in respect Governmental Authority of Subordinated Indebtedness (including, without limitation, the Google Note), which a statement of an authorized officer Responsible Officer of the Borrower setting forth details of such material breach has knowledge or default any written threat, demand or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step lawsuit by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereofagainst Holdings, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of Properties in connection with any Environmental Laws if the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where could reasonably anticipate that such action is not reasonably likely to will result in liability (xwhether individually or in the aggregate) an obligation in excess of $5,000,000, individually or in the aggregateeach case, or (y) a Material Adverse Effectnot fully covered by insurance, subject to normal deductibles;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jd) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect; and
(e) to the best of the Borrower’s knowledge, 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. Each notice delivered under this Section 5.02 8.02 shall specify that it is “a notice under Section 8.02” of this Agreement, identify the specific clause above and be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (BKV Corp), Credit Agreement (BKV Corp)
Notices of Material Events. The Borrower will shall furnish to the Administrative Agent (for distribution to each Lender), written notice (prepared in reasonable detail) of the following promptly events described in this Section 8.02 within three (3) Business Days after obtaining a Responsible Officer first learns of the existence thereof or acquires knowledge thereof:with respect thereto.
(a) the The occurrence of any Default or any event that the Borrower has determined, acting reasonably and in good faith, is likely to result in an Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;.
(b) within five [Reserved].
(5c) Business Days after an authorized officer Any written or filed Claim, action, suit, notice of any Loan Party violation, hearing, investigation or other proceedings pending, or to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereofor with respect to the ownership, notice from an authorized officer use, maintenance and operation of the Borrower of (i) the commencement oftheir respective businesses, operations or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property properties (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000environmental matters), (B) which is reasonably likely to result in whether made by a Material Adverse EffectGovernmental Authority or other Person that, or (C) which purports to affect the legalityif adversely determined, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;.
(di) within five (5) Business Days after On or prior to the date of any Loan Party obtains knowledge filing by any ERISA Affiliate of the occurrence of a material breach or default or any notice of termination by intent to terminate any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicableTitle IV Plan, a copy of such amendment;
notice and (eii) promptly, and in any event within ten (10) Business Days afterdays, receipt thereof, copies after any Responsible Officer of all “management letters” submitted any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Loan Party by Title IV Plan or Multiemployer Plan, a notice in writing describing such waiver request in reasonable detail and including any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;PBGC or the IRS pertaining thereto.
(e) [Reserved].
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;[Reserved].
(g) promptly upon No later than the receipt thereofdate of delivery of any financial statements pursuant to Section 8.01 with respect to the first fiscal period to which such change is applicable, notice of any written notice received material change in accounting policies or financial reporting practices by the Obligors; provided that disclosure in the notes to such financial statements, if any, shall be deemed to satisfy the requirements of this Section 8.02(g).
(h) [Reserved].
(i) [Reserved].
(j) Notice of the creation, development or other acquisition of any Intellectual Property by the Borrower or any Subsidiary that after the FDA Closing Date; provided that, with respect to any such Intellectual Property created, developed or other comparable Governmental Authority acquired in any fiscal quarter, notice thereof pursuant to this Section 8.02(j) shall not be made later than the delivery of financial statements for such fiscal quarter required pursuant to Section 8.01(b).
(including k) Within seven (7) Business Days, any Public Health Regulatory Agencychange to the Borrower’s or any of its Subsidiaries’ ownership of any Obligor Accounts, by delivering to the Administrative Agent a notice setting forth a complete and correct list of all such accounts as of the date of such change.
(l) is (i) limiting, suspending or revoking any Registration of The acquisition by the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided thatits Subsidiaries, in each case a single or series or related transactions, of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result any fee interest in (x) an obligation any real property having a fair market value in excess of $5,000,000, individually or in the aggregate1,500,000.
(m) Any other development that has, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result inhave, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. After the consummation of a Qualified IPO, without limiting the three (3) Business Day delivery requirement first set forth above in this Section 8.02, information required to be delivered pursuant to this Section 8.02 (to the extent such information is included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇). Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. After the consummation of a Qualified IPO, notwithstanding the foregoing or any term or provision of any Loan Document to the contrary, neither the Borrower, nor any other Person acting on its behalf, shall provide the Administrative Agent or any Lender or their respective representatives and agents with any information that the Borrower reasonably believes constitutes material non-public information, unless prior thereto such Person shall have confirmed to the Borrower in writing that it consents to receive such information.
Appears in 2 contracts
Sources: Credit Agreement (Zymergen Inc.), Credit Agreement (Zymergen Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party the filing or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development inthe threat in writing of, any litigation, action, proceeding suit, proceeding, investigation or labor controversy arbitration by or proceeding before any arbitrator or Governmental Authority against or affecting any Loan Party the Borrower or any Subsidiary of any Loan Party Affiliate thereof not previously disclosed in writing to the Lenders or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to in any litigation, action, proceeding suit, proceeding, investigation or labor controversy described in Schedule 3.06, andarbitration (whether or not previously disclosed to the Lenders) that, in each case together with a statement of an authorized officer of the Borrowereither case, which notice shall specify the nature thereofif adversely determined, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer liability of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation its Subsidiaries in connection therewithan aggregate amount exceeding $1,000,000; and
(jd) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, at their option, make available to the Lenders and the Issuing Bank the Communications by posting the Communications on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or any of the other Loan Parties, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Communications that are to be made available to Public Lenders that Borrower determines is not material non-public information shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Communications “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the other Agents, the Arrangers, the Issuing Bank and the Lenders to treat such Communications as not containing any material non-public information with respect to the Borrower, any of the Loan Parties, or any of their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Communications constitute Information, they shall be treated as set forth in Section 12.11); (y) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent, the other Agents and each of the Arrangers shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
Appears in 2 contracts
Sources: Credit Agreement (Lonestar Resources US Inc.), Credit Agreement (Lonestar Resources US Inc.)
Notices of Material Events. The Borrower Credit Parties will furnish to the Administrative Agent, Collateral Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings or any of its Subsidiaries obtains knowledge thereofAffiliates, notice from an authorized officer other than disputes in the ordinary course of business or, whether or not in the Borrower ordinary course of business, disputes involving amounts exceeding $10,000,000 (i) the commencement ofexcluding, or any material development inhowever, any litigationactions relating to workers’ compensation claims or negligence claims relating to use of motor vehicles, actionif fully covered by insurance, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected subject to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretodeductibles);
(c) the occurrence of any ERISA Event, or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event which will occur, that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of Holdings and any of its ERISA Affiliates in an aggregate amount exceeding $50,000,000;
(d) within five any Lien (5other than Permitted Encumbrances) Business Days after or claim made or asserted against any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentCollateral;
(e) within ten (10) Business Days afterany loss, receipt thereofdamage, copies or destruction to the Collateral in the amount of all “management letters” submitted to any Loan Party $5,000,000 or more, whether or not covered by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsinsurance;
(f) immediately upon becoming aware any and all default notices received under or with respect to any leased location or public warehouse where Collateral with a value in excess of $1,000,000 is located (which shall be delivered within three Business Days after receipt thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence);
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect[Reserved];
(h) promptly upon the receipt fact that a Credit Party has entered into a Hedge Agreement or an amendment to a Hedge Agreement, together with copies of all agreements evidencing such Hedge Agreement or amendments thereto (which shall be delivered within three Business Days following execution and delivery thereof, );
(i) any FDA Section 305 notice of hearing before report of criminal violation change (21 U.S.C. § 335i) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or in any SubsidiaryCredit Party’s corporate name, (ii) in any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturingCredit Party’s corporate structure, (iii) in any FDA warning letterCredit Party’s jurisdiction of organization or (iv) the organizational identification number, untitled letterif any, or, with respect to any Credit Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Credit Party (and Holdings and Borrower agree not to effect or permit any change referred to in this clause 5.2(i) unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents);
(j) any fact, condition, event or occurrence governed by Environmental Law or any Hazardous Materials Activity that, in any such case, could reasonably be expected to form the basis of an Environmental Claim, or Form FDA 483 notice the assertion in writing of inspectional observationsany Environmental Claim, and/or other similar written noticeby any Person against, complaint or inquiry made by with respect to the FDA activities of, any Group Member and any alleged violation of or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in non-compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower Environmental Laws or any Subsidiary has been permits, licenses or is being seizedauthorizations, embargoedother than any environmental claim or alleged violation that, withdrawn, recalled, detained, alone or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or together with any other applicable jurisdiction seeking the withdrawalsuch matters that have occurred, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery liability of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes Group Members in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithaggregate amount exceeding $10,000,000; and
(jk) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer the chief financial officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any of its Subsidiaries obtains knowledge thereofAffiliate thereof that, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by together with any party underother ERISA Events that have occurred, or material amendment entered into by any party to, any document or agreement could reasonably be expected to result in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liability of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentRestricted Subsidiaries in an aggregate amount exceeding $5,000,000;
(ed) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted any written notice or written claim to the effect that any Credit Party is or may be liable to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) Person as a result of the bankruptcy, insolvency, reorganization of release by any Loan Credit Party, or the appointment any other Person of any trustee in connection with or anticipation of any such occurrenceHazardous Materials into the environment, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not which could reasonably likely be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (iie) any written notice from alleging any Governmental Authority proposing or threatening that violation of any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing Environmental Law by any Governmental AuthorityCredit Party, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action which could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(if) concurrently the occurrence of any material breach or default under, or repudiation or termination of, any Material Sales Contract that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(g) the receipt by the Borrower or any Restricted Subsidiary of any management letter or comparable analysis prepared by the auditors for the Borrower or any such Restricted Subsidiary;
(h) promptly, and in any event within two (2) Business Days after receiving notice thereof or a Responsible Officer becoming aware of, the occurrence of any material breach or default under, or repudiation or termination of, or notice of any material dispute or claim arising under or in connection with the delivery MLP Transaction Documents, the BG JV Documents, the ▇▇▇▇▇▇▇▇▇ ▇▇ Documents or the KKR Participation Agreement by any party thereto, including any Default Notice under and as defined in Section 5.1 of the financial information pursuant to BG Joint Development Agreement and Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters 5.1 of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithMarcellus Joint Development Agreement; and
(ji) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Administrative Borrower will furnish to the Administrative promptly notify Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereof:
in writing of: (a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
; (b) within five any matter that has, or could reasonably be expected to have, a Material Adverse Effect; (5c) Business Days after an authorized officer of any breach or non-performance by a Loan Party of, or any of its Subsidiaries obtains knowledge thereofdefault under, notice from an authorized officer a Material Contract or with respect to Material Indebtedness of the Borrower of Loan Parties thereof; (id) any dispute, litigation, investigation, proceeding or suspension between the Loan Parties and any Governmental Authority or the commencement of, or any material development in, any litigation or proceeding between the Loan Parties and any Governmental Authority, including pursuant to any applicable Environmental Laws, in each case in respect of any of the foregoing to the extent, if adversely determined, such dispute, litigation, actioninvestigation, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages material development could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in have a Material Adverse Effect, or ; (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(ce) the occurrence of any ERISA Event which Event; (f) any material change in accounting policies or financial reporting practices of the Loan Parties; (g) any change in the Loan Parties’ senior executive officers that has, or could reasonably be expected to result in have, a Material Adverse Effect;
; (dh) within five (5) Business Days after the filing of any Lien for unpaid Taxes against any Loan Party obtains knowledge Parties (other than Permitted Liens); (i) any material loss, damage, or destruction to, or commencement of any action or proceeding for the taking under eminent domain, condemnation or similar proceeding, of Collateral, whether or not covered by insurance; (j) any transaction occurring after the Closing Date consisting of: (1) the incurrence of Material Indebtedness, and/or (2) the voluntary or involuntary grant of any Lien other than a Permitted Lien upon any property of the occurrence of Loan Parties; provided, that, each such notice under these clauses (1) and (2) (as to a material breach or default or notice of termination voluntary grant) shall be received by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within Agent not later than ten (10) Business Days afterthereafter, receipt thereoftogether with such other information with respect thereto as Agent may request, copies of all “management letters” submitted to and (k) any Loan Party Material Contract entered into by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of Loan Parties after the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse EffectClosing Date. Each notice delivered under pursuant to this Section 5.02 7.2 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Loan Parties setting forth the details of the event occurrence referred to therein and stating what action the Loan Parties have taken (or development requiring such notice and any action taken or proposed propose to be taken take) with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower Borrowers will, and will cause each other Loan Party to furnish to the Administrative Agent Agent, the Issuing Banks, the Acceptance Lenders, the Collateral Agent, and each Lender prompt written (for distribution to each Lender), written except as provided in clause (e) below) notice of the following promptly after obtaining knowledge thereof:following:
(a) the occurrence of any Default or Event of Default, which notice shall specify specifying the nature thereof, the period of existence and extent thereof and what the action the applicable Loan Parties propose (if any) which is proposed to take be taken with respect thereto;;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000that, (B) which is reasonably likely to result in a Material Adverse Effectif adversely determined, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jd) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect;
(e) telephonic notice of any change of the chief executive officer or chief financial officer of the Lead Borrower;
(f) any pending or threatened (in writing) strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Loan Party which could reasonably be expected to have, or has resulted in, a Material Adverse Effect;
(g) the filing of any Lien for unpaid taxes in excess of $5,000,000 against any Loan Party;
(h) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding;
(i) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and
(j) any material adverse change in the business, operations, or financial affairs of the Loan Parties taken as a whole. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto..
Appears in 1 contract
Sources: Credit Agreement (Caleres Inc)
Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent (for distribution to each Lender), Agents prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages Affiliate thereof that, if adversely determined, could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect;
(e) any change in any Loan Party's executive officers;
(f) any failure by any Loan Party to pay rent at any of such Loan Party's locations, which failure continues for more than ten (10) days following the day on which such rent first came due;
(g) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants;
(h) any material adverse change in the business, operations, or financial affairs of any Loan Party;
(i) any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent;
(j) the filing of any Lien for unpaid taxes against any Loan Party; and
(k) the determination by any Loan Party to sell, close or otherwise liquidate more than five (5) store locations at any one time (or in a series of related transactions) at least fifteen (15) Business Days before such sale, closure or liquidation. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Tweeter Home Entertainment Group Inc)
Notices of Material Events. The As soon as reasonably practicable after any Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower will furnish to the Administrative Agent (for distribution to each Lender), Lender through the Administrative Agent) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding affecting by or before any Loan Party arbitrator or any Subsidiary Governmental Authority against or, to the knowledge of any Loan Party a Financial Officer or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized another executive officer of the Borrower, which affecting Holdings, the Borrower or any Subsidiary or the receipt of a written notice shall specify the nature thereofof an Environmental Liability, and what actions the applicable Loan Parties propose to take with respect theretoin each case, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided thatERISA Event, in each case of the foregoing clauses (i) through (iv)case, where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jd) any material amendment, restatement, supplement or other development that results inmodification of, or is reasonably likely, individually any Default or Event of Default (each as defined in the aggregateDK Note Purchase Agreement) under, or any material notice is received or sent in connection with, the DK Note Purchase Agreement or any material document evidencing or governing any Note Facility; provided that for the avoidance of doubt, no changes to result inArticle 6 (THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT) of the DK Note Purchase Agreement shall be deemed as a material amendment, restatement, supplement or modification; provided that documents required to be delivered pursuant to this Section 5.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a Material Adverse Effectlink thereto, at ▇▇▇.▇▇▇.▇▇▇[reserved]. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower Company will furnish to the Administrative Agent (for distribution to each Lender), the Lenders) written notice promptly upon any Financial Officer, or other officer or employee responsible for compliance with the Loan Documents, of any Borrower becoming aware of any of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority (other than in connection with the Cases) against or affecting the Company or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement ofSubsidiary, or any material adverse development in, in any litigation, such pending action, proceeding or labor controversy suit or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including not previously disclosed in respect of Environmental Laws writing by the Company to the Administrative Agent and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000Lenders, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, that in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could would reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document;
(c) any Lien (other than a Permitted Encumbrance) or claim made or asserted against any material portion of the Collateral;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach and all default notices received under or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy to any leased location or public warehouse where Collateral having an aggregate value in excess of such amendment;
$5,000,000 is located (e) which shall be delivered within ten (10) Business Days after, after receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants);
(fe) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) the occurrence of the bankruptcy, insolvency, reorganization of any Loan Partyan ERISA Event that has resulted, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided thatwould reasonably be expected to result, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(hf) promptly upon the receipt thereof, (i) any FDA Section 305 notice as soon as practicable in advance of hearing before report of criminal violation (21 U.S.C. § 335) filing with the Court or other written notice regarding delivering to the planned or actual institution of criminal proceedings against the Borrower or any SubsidiaryCommittee appointed in a Case, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detentionif any, or suspension of manufacturingto the U.S. Trustee, (iii) any FDA warning letteras the case may be, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject all material proposed orders and pleadings related to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation the Cases (all of which must be in excess of $5,000,000, individually or in form and substance reasonably satisfactory to the aggregate, Administrative Agent) or (y) a Material Adverse Effect;
the Pre-Petition Credit Agreement and this Agreement and the credit facilities contemplated thereby and/or any sale contemplated in accordance with any Plan of Reorganization and/or any disclosure statement related thereto (iall of which must be in form and substance reasonably satisfactory to the Administrative Agent), and (ii) concurrently substantially simultaneously with the delivery of filing with the Court or delivering to the Committee appointed in any Case, if any, or to the U.S. Trustee, as the case may be, monthly operating reports and all other notices, filings, motions, pleadings or other information concerning the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters condition of the Loan Parties, a certificate, certifying Parties or their Subsidiaries or the Cases that may be filed with the Court or delivered to the extent of Committee appointed in any change from a prior certificationCase, from an authorized officer of if any, or to the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithU.S. Trustee; andor
(jg) any other development that results inhas resulted, or is would reasonably likelybe expected to result, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Ascena Retail Group, Inc.)
Notices of Material Events. The Borrower will shall furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000;
(xd) an obligation in excess any notice provided to the Collateral Agent under (i)(x) clauses (C), (E) and (F) of $5,000,000Section 4.1(b), individually or in the aggregate, or (y) a Material Adverse Effectclause (C) of Section 4.2(b), and (z) clause (B) of Section 4.3(b) of the Existing General Security Agreement, (ii) Section 9(e) of the Existing FCC License Subsidiary Pledge Agreement and (iii) each other notice required to be delivered to the Collateral Agent pursuant to the terms of the Existing Collateral Documents;
(e) (i) concurrently with without duplication, any notice provided to the delivery Revolving Credit Facility Administrative Agent under Section 5.02 of the financial information Revolving Credit Facility Agreement and each other notice required to be delivered by the Borrower or Holdings to the Revolving Credit Facility Administrative Agent pursuant to Section 5.01(a), the terms of the Revolving Credit Facility Documents and (bii) any notice provided by the Borrower or (c), information regarding any material amendment Holdings to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of New Collateral Agent under the Loan Parties, a certificate, certifying to Security Documents (other than the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithExisting Collateral Documents); and
(jf) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by together with any party underother ERISA Events that have occurred, or material amendment entered into by any party to, any document or agreement could reasonably be expected to result in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liability of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentits Subsidiaries in an aggregate amount exceeding $5 million;
(ed) within ten (10) Business Days after, receipt thereof, copies the occurrence and nature of all “management letters” submitted any Prohibited Transaction with respect to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan PartyPlan, or a transaction the appointment IRS or Department of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower Labor or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided thatreviewing to determine whether a material Prohibited Transaction might have occurred, in each case of the foregoing clauses (i) through (iv)either case, where such action is not that could reasonably likely be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(he) promptly upon receipt by the receipt thereof, Borrower of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor;
(if) Borrower's intention to terminate or withdraw from any Plan;
(g) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) uninsured or other written notice regarding the planned partially uninsured loss through liability or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detentionproperty damage, or suspension of manufacturingthrough fire, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States theft or any other applicable jurisdiction seeking cause affecting Borrower’s property in excess of an aggregate of $1 million;
(h) within five Business Days (or such longer period as the withdrawalAdministrative Agent may agree) after the occurrence thereof, recall, suspension, import detention, any Loan Party entering into a Swap Agreement or seizure of any product of any of the Borrower or any Subsidiary, exceptan amendment to a Swap Agreement, in each case case, to the extent such Swap Agreement relates to Secured Swap Obligations, together with copies of the foregoing clauses (i) through (v), where all agreements evidencing such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually Swap Agreement or in the aggregate, or (y) a Material Adverse Effectamendment;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment notice provided to the organizational documents holders of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters Convertible Notes along with a copy of the Loan Parties, a certificate, certifying to the extent such notice;
(j) notice of any change from a prior certification, from an authorized officer material breach or termination of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithMaterial Contract; and
(jk) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 (other than clause (g) above) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender)will, written notice of the following promptly after obtaining knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days or, in the case of clause (e) only, three (3) Business Days after an authorized officer it obtains Actual Knowledge thereof, deliver to the Lenders written notice of any Loan Party of the following events (or, as applicable, a copy of the relevant notice or other document specified below):
(a) any expropriation or confiscation of its Subsidiaries obtains knowledge thereof, notice from an authorized officer properties or assets of the Borrower of (i) the commencement of, or any material development inMain Subsidiary, any litigationas applicable, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could that would reasonably be expected to result in a Material Adverse Effect;
(db) within five (5) Business Days after any Loan Party obtains knowledge notices in writing from any Governmental Authority of the occurrence of a material breach any pending or default threatened action, Claim or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken proceeding involving Environmental Laws with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Main Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration Release of Hazardous Materials affecting the Borrower or any Main Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary as applicable, required to be reported to a Governmental Authority under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided thatEnvironmental Law and, in each case of the foregoing clauses (i) through (iv)case, where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not would reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with any written notice to the delivery Borrower indicating that (A) any Governmental Approval that is material to the operation and business of the financial information pursuant Borrower and/or any Main Subsidiary will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to Section 5.01(a), (b) any of the foregoing or (c)B) any amendment, information regarding modification or supplement to any existing Governmental Approval that is material to the operation and business of the Borrower and any Main Subsidiary has occurred; or (ii) any written notice to the Borrower of the issuance of any new Governmental Approval that is material to the operation and business of the Borrower and/or any Main Subsidiary (and any material amendment amendments, modifications or supplements to any thereof);
(d) any dispute, litigation, investigation or proceeding which may exist at any time between the organizational documents of Borrower or any Loan Party Main Subsidiary and any Governmental Authority or changes any other third party, in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying each case to the extent of any change from a prior certificationsuch dispute, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results inlitigation, investigation or is proceeding would reasonably likely, individually or in the aggregate, be expected to result in, in a Material Adverse Effect. Each notice delivered ;
(e) the occurrence of any Default or Event of Default under this Section 5.02 Agreement or any other Credit Document, which shall be accompanied by a statement description of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.;
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt (for distribution to each Lender)and, in any event within 5 Business Days after the occurrence thereof) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of Affiliate thereof that (i) the commencement seeks to revoke, suspend or not renew (except for any non-renewal action, suit or proceeding arising out of Borrower’s or such Affiliate’s voluntary decision not to seek renewal of) any Gaming Authorization, (ii) seeks damages in excess of $20,000,000, (iii) seeks injunctive relief, (iv) alleges criminal misconduct by any Loan Party, (v) contests any tax, fee, assessment, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary other governmental charge in excess of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect20,000,000, or (Cvi) which purports to affect the legalityif adversely determined, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) liability of the Borrower and its Subsidiaries in an obligation in excess of aggregate amount exceeding $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect20,000,000;
(id) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents occurrence of any Loan Party default under any agreement, instrument or changes other document evidencing Material Indebtedness that could result in accounting such Material Indebtedness becoming due prior to its scheduled maturity or financial reporting practicesthat enables or permits (with or without the giving of notice, fiscal years the lapse of time or fiscal quarters of both) the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents holder or holders of such amendment and attaching thereto Material Indebtedness or any relevant documentation in connection therewith; andtrustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(je) any Governmental Authority shall take any action to condemn, seize or otherwise appropriate, or take control of, any Material Portion, or any Material Portion is lost, stolen or destroyed;
(f) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt (for distribution to each Lender), but in any event within any time period that may be specified below) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five receipt of any notice of any investigation by a Governmental Authority or any Proceeding commenced or threatened against any Loan Party or any Subsidiary that (5i) Business Days after an authorized officer seeks damages in excess of $1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including $1,000,000 in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000any tax, (B) which is reasonably likely to result in a Material Adverse Effectfee, assessment, or other governmental charge, or (Cvii) which purports to affect the legality, validity or enforceability of involves any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoproduct recall;
(c) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary;
(d) the occurrence of any ERISA Event which could that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liability of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentits Subsidiaries in an aggregate amount exceeding $5,000,000;
(e) within ten (10) Business Days after, receipt after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by agreements evidencing such accountantsSwap Agreement or amendment;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect; and
(g) 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 such certification. Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of NerdWallet, Inc. Credit Agreement dated September 26, 2023” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Nerdwallet, Inc.)
Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) promptly and, in any event, within one (1) Business Day after a Responsible Officer obtains knowledge of the occurrence thereof, the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) promptly and, in any event, within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries a Responsible Officer obtains knowledge of the occurrence thereof, notice from an authorized officer of the Borrower of (i) the filing or commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) promptly and, in any event, within ten (10) Business Days after a Responsible Officer obtains knowledge of the occurrence thereof, the occurrence of any ERISA Event event or any other development by which Holdings, the Borrower or any of their respective 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 of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(d) promptly and, in any event, within five (5) Business Days after (A) a Responsible Officer of Holdings, the Borrower or any Loan Party of their respective Subsidiaries becomes aware 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 Holdings, the Borrower, such Subsidiary of Holdings or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (B) 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 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 their respective Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(e) promptly and, in any event, within five (5) Business Days after a Responsible Officer obtains knowledge of the occurrence thereof, the occurrence of a material breach or any default or event of default, or the receipt by Holdings or any of its Subsidiaries of any written notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or alleged default or notice event of termination and the actions taken or to be taken default, with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsMaterial Indebtedness of Holdings or any of its Subsidiaries;
(f) immediately upon becoming aware promptly and, in any event, within five (5) Business Days after a Responsible Officer obtains knowledge of the occurrence thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect;
(g) promptly and, in any event, within fifteen (15) Business Days after a Responsible Officer obtains knowledge of the occurrence thereof, any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and
(h) promptly and, in any event, within twenty (20) calendar days of the occurrence thereof (or such later date as the Administrative Agent may agree in its sole discretion), 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, 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 U.S. federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization. Each notice delivered under this Section 5.02 5.2 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Biote Corp.)
Notices of Material Events. The Borrower will shall furnish to the Administrative Agent (for distribution to each Lender)Agent, written notice of the following as promptly as reasonably practicable after obtaining actual knowledge thereof, notice of:
(a) the occurrence of (i) any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding matter which has resulted or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could would reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering the receipt of any notice of the foregoingany governmental investigation or any litigation commenced or threatened against Borrower, where Borrower is specifically named in such investigation or litigation or (iv) considering any actual or implementing potential liabilities with respect to any other such regulatory action either directly Pension Plan that exceed the Threshold Amount;
(b) any transaction or indirectly involving the event that constitutes, or that, if consummated, would constitute, a Change of Control of Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution a Change of products by customers Control of the Borrower or any Subsidiary or other downstream purchasers or recipientsIssuer; provided that, in each case of the foregoing clauses or
(c) (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregateimposition of, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereofany event or transaction that, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiaryif consummated, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in the imposition of, any Transfer Restriction (xother than Existing Transfer Restrictions) an obligation in excess of $5,000,000or Restrictive Condition on the Collateral, individually (ii) any Facility Adjustment Event or in the aggregate, Mandatory Prepayment Event or (yiii) a Material Adverse Effect;
any Lien (iother than Permitted Liens) concurrently with or “adverse claim” (within the delivery meaning of Section 8-502 of the financial information pursuant UCC) made or asserted against any of the Collateral. In addition, Borrower shall furnish to Section 5.01(a), Administrative Agent at least five (b5) or (c), information regarding any material amendment to the organizational documents Business Days’ prior written notice of any Loan Party or changes proposed change to Borrower’s “Independent Manager” as defined in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse EffectBorrower’s Organization Documents. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer an Authorized Representative of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party the filing or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development inthe threat in writing of, any litigation, action, proceeding suit, proceeding, investigation or labor controversy arbitration by or proceeding before any arbitrator or Governmental Authority against or affecting any Loan Party the Borrower or any Subsidiary of any Loan Party Affiliate thereof not previously disclosed in writing to the Lenders or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to in any litigation, action, proceeding suit, proceeding, investigation or labor controversy described in Schedule 3.06, andarbitration (whether or not previously disclosed to the Lenders) that, in each case together with a statement of an authorized officer of the Borrowereither case, which notice shall specify the nature thereofif adversely determined, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer liability of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation its Subsidiaries in connection therewithan aggregate amount exceeding $1,000,000; and
(jd) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, at their option, make available to the Lenders and the Issuing Bank the Communications by posting the Communications on the Platform and (b) certain of the Lenders (each, a "Public Lender") may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or any of the other Loan Parties, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons' securities. The Borrower hereby agrees that (w) all Communications that are to be made available to Public Lenders that Borrower determines is not material non-public information shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Communications "PUBLIC," the Borrower shall be deemed to have authorized the Administrative Agent, the other Agents, the Arrangers, the Issuing Bank and the Lenders to treat such Communications as not containing any material non-public information with respect to the Borrower, any of the Loan Parties, or any of their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Communications constitute Information, they shall be treated as set forth in Section 12.11); (y) all Communications marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side Information;" and (z) the Administrative Agent, the other Agents and each of the Arrangers shall be entitled to treat any Communications that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side Information."
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party the filing or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development inthe threat in writing of, any litigation, action, proceeding suit, proceeding, investigation or labor controversy arbitration by or proceeding before any arbitrator or Governmental Authority against or affecting any Loan Party the Borrower or any Subsidiary of any Loan Party Affiliate thereof not previously disclosed in writing to the Lenders or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to in any litigation, action, proceeding suit, proceeding, investigation or labor controversy described in Schedule 3.06, andarbitration (whether or not previously disclosed to the Lenders) that, in each case together with a statement of an authorized officer of the Borrowereither case, which notice shall specify the nature thereofif adversely determined, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer liability of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation its Subsidiaries in connection therewithan aggregate amount exceeding $1,000,000; and
(jd) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, at their option, make available to the Lenders and the Issuing Bank the Communications by posting the Communications on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or any of the other Loan Parties, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that: (w) all Communications that are to be made available to Public Lenders that the Borrower determines is not material non-public information shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Communications “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the other Agents, the Arrangers, the Issuing Bank and the Lenders to treat such Communications as not containing any material non-public information with respect to the Borrower, any of the Loan Parties, or any of their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Communications constitute Information, they shall be treated as set forth in Section 12.11); (y) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent, the other Agents and each of the Arrangers shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
Appears in 1 contract
Notices of Material Events. The Borrower Company will furnish to the Administrative Agent (for distribution to each Lender), reasonably prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any of its Subsidiaries obtains knowledge thereofAffiliate thereof that, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $2,500,000;
(xd) an obligation in excess any of $5,000,000the following: (i) the failure of any ERISA Affiliate to make a required contribution to any Plan or to any Multiemployer Plan, individually (ii) the occurrence of any event with respect to any Plan or any Multiemployer Plan which could result in the aggregateincurrence by any ERISA Affiliate of any 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 contingent liability of the Company with respect to any post-retirement welfare benefit plan, any Plan or other material employee benefit plan of the 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, (iv) a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA in connection with any Plan, (v) any notice that increased contributions to any Multiemployer Plan may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such Multiemployer Plan is or has been funded at a rate less than that required under Section 412 of the Code, or (yvi) a Material Adverse Effectthe taking of any action by, or the threatening of the taking of any action by, the Internal Revenue Service, the Department of Labor or the PBGC with respect to any of the foregoing;
(e) Concurrently with the sending or execution thereof, as the case may be, (i) concurrently a copy of any compliance certificate or similar certificate indicating covenant compliance in connection with any Senior Note Purchase Documents, (ii) a copy of any 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 delivery entering into of any agreement in substitution or replacement thereof, together with a copy of the documentation relating thereto, and (v) copies of all other notices, reports, financial information pursuant statements or other communications given to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer holders of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithSenior Note Debt; and
(jf) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will shall furnish to the Administrative Agent (for distribution or cause to each Lender)be furnished to Administrative Agent, written notice of the following as promptly as reasonably practicable after obtaining actual knowledge thereof, notice of:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement ofany Default, (ii) any matter which has resulted or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could would reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, (iii) the receipt of any notice of any governmental investigation or any litigation commenced or threatened against Borrower, where Borrower is specifically named in such investigation or litigation or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (iiiv) the occurrence imposition or expected imposition of any material adverse development liability under Title IV of ERISA with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could Pension Plan that would reasonably be expected to result in a Material Adverse Effect;
(db) any transaction or event that constitutes, or that, if consummated, would constitute, a Change of Control of Borrower; or
(c) (i) the imposition of, or any event or transaction that, if consummated, would result in the imposition of, any Transfer Restriction (other than Existing Transfer Restrictions) or Restrictive Condition (other than Existing Restrictive Conditions) on the Collateral, (ii) any Facility Adjustment Event or Mandatory Prepayment Event or (iii) any Lien (other than Permitted Liens) or “adverse claim” (within the meaning of Section 8-502 of the UCC) made or asserted against any of the Collateral. In addition, Borrower shall furnish to Administrative Agent at least five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any Days’ prior written notice of the commencement, or the threatened commencement, of any proceedings proposed change to GP’s “Independent Manager” (as defined in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (vBorrower’s Organization Documents), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer an Authorized Representative of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower Company will furnish to the Administrative Agent (for distribution to each Lender), ) written notice of the following following, promptly after obtaining a Responsible Officer of the Company obtains actual knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party the Company or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000thereof that, (B) which is reasonably likely to result in a Material Adverse Effectif adversely determined, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(c) any loss, damage, or destruction to the Collateral in the amount of $10,000,000 or more, whether or not covered by insurance;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach and all default notices received under or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto andto any leased location or public warehouse where Inventory constituting Collateral with a value in excess of $5,000,000 is located;
(e) all amendments to any Term Loans/Notes Agreement, if applicable, together with a copy of each such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization occurrence of any Loan PartyERISA Event that, alone or the appointment of any trustee in connection together with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jg) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect; and
(h) 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 such certification. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered pursuant to clause (b), (e), (f) and (g) of this Section shall be deemed to have been delivered if such information, or one or more annual, quarterly, current or other reports containing such information, is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted on w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or at another website identified in a notice from the Company and accessible by the Lenders without charge; or (iii) posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), written notice of the following promptly (w) with respect to clauses (h), (g)(iii), (g)(v) and (n) below, concurrently with the delivery of the Compliance Certificate pursuant to Section 8.01(c) above, (x) with respect to clause (a) below, within three (3) Business Days, (y) with respect to clauses (b), (f), and (j) below, involving an amount exceeding $2,000,000, concurrently with the delivery of the Compliance Certificate pursuant to Section 8.01(c) above (with respect to such fiscal quarter) and involving an amount exceeding $10,000,000, within five (5) Business Days of such event, and (z) with respect to clauses (c), (d), (e), (g)(i), (g)(ii), (g)(iv), (i), (k), (l) and (m) below, within five (5) Business Days, in each case, after obtaining a Responsible Officer of the Borrower first learns of or acquires knowledge thereofwith respect to:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the occurrence of any Loan Party event with respect to the property or assets of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of resulting in a Loss;
(i) any proposed acquisition of stock, assets or property by the commencement of, Borrower or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages Subsidiaries that could reasonably be expected to exceed $5,000,000result in Material Environmental Liability, and (Bii) any spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material by the Borrower or any of its Subsidiaries required to be reported to any Governmental Authority and that would reasonably be expected to result in Material Environmental Liability;
(d) the assertion of any Claim under any Environmental Law by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged liability or non-compliance with any Environmental Laws or any permits, licenses or authorizations issued pursuant to Environmental Laws, in each case, which is could reasonably likely be expected to result in a Material Environmental Liability;
(e) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that would reasonably be expected to result in a Material Adverse Effect, or ;
(Ci) which purports to affect the legality, validity or enforceability intention of any Loan Document or ERISA Affiliate to file any notice of intent to terminate any Title IV Plan, together with a copy of such notice and (ii) the occurrence filing by any ERISA Affiliate of any material adverse development a request for a minimum funding waiver under Section 412 of the Code with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, andTitle IV Plan, in each case together with in writing and in reasonable detail (including a statement description of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose any action that any ERISA Affiliate proposes to take with respect thereto, and, to together with a copy of any notice filed with the extent PBGC or the Collateral Agent requests, copies of all documentation related IRS pertaining thereto);
(cg) (i) the occurrence termination of any ERISA Event which Material Agreement other than in accordance with its terms and not as a result of a breach or default, (ii) the receipt by the Borrower or any of its Subsidiaries of any notice of a material breach or default under any Material Agreement (and a copy thereof) asserting a default by such Obligor or any of its Subsidiaries where such alleged default would permit such counterparty to terminate such Material Agreement, (iii) the entering into of any new Material Agreement by any Obligor (and a copy thereof), (iv) any material amendment to a Material Agreement that would be adverse in any material respect to the Lenders (and a copy thereof) (provided that it is agreed that amendments that would not reasonably be expected to result in a reduction of consolidated total revenue of Borrower and its Subsidiaries by more than five percent (5%) of the consolidated total revenue of Borrower and its Subsidiaries for the immediately preceding fiscal year shall not be considered adverse in a material respect to the Lenders solely as a result of a reduction of consolidated total revenue) or (v) any other material amendment to a Material Agreement (and a copy thereof); provided, that the Borrower shall not be required to provide such notice if such documents become publicly available on “▇▇▇▇▇” or the Borrower’s website within the time period notice would otherwise be required pursuant to this Section 8.02;
(h) any material change in accounting policies or financial reporting practices by the Borrower or any of its Subsidiaries (other than as required under GAAP or IFRS);
(i) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor that could reasonably be expected to result in a Material Adverse Effect;
(dj) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment Contract entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details or any of such its Subsidiaries in connection with any material breach Claim of actual alleged violation, infringement or default misappropriation of any Intellectual Property by or notice against the Borrower or any of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentits Subsidiaries;
(ek) within ten the creation, development or other acquisition (10) Business Days after, receipt thereof, copies of all “management letters” submitted to including any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntaryin-bound exclusive licenses) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received Material Intellectual Property by the Borrower or any Subsidiary after the Closing Date that is registered or becomes registered or the FDA or other comparable subject of an application for registration with any Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipientsAuthority; provided that, notice pursuant to this Section 8.02(k) shall be made in each case accordance with the timing of the foregoing clauses (i) through (ivfinancial statements for such fiscal year required pursuant to Section 8.01(b), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (il) any FDA Section 305 change to any Obligor’s ownership of any Controlled Account, by delivering the Administrative Agent a notice setting forth a complete and correct list of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product all such accounts as of the Borrower or any Subsidiary will become the subject date of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effectchange;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jm) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect; and
(n) any current or future product of any Obligor satisfying the criteria set forth in clause (b) of the definition of “Product”. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Establishment Labs Holdings Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), Agents prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages Affiliate thereof that, if adversely determined, could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect;
(e) any change in any Loan Party’s senior executive officers;
(f) any failure by any Loan Party to pay rent at any of such Loan Party’s 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;
(g) the discharge by any Loan Party of its present 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 the application for the certification of a collective bargaining agent;
(i) the filing of any Lien for unpaid Taxes against any Loan Party in excess of $1,000,000; and
(j) promptly upon receipt any management letter from the Borrower’s accountants specifying a material weakness in internal controls, notice of receipt thereof specifying in reasonable detail the issues raised by such accountants. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Dri I Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt (for distribution to each Lender), but in any event within any time period that may be specified below) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer receipt of any Loan Party notice of any investigation by a Governmental Authority or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, Proceeding commenced or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting threatened in writing against any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach change in accounting or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received financial reporting practices by the Borrower or any Subsidiary Subsidiary;
(d) the occurrence of any ERISA Event that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not could reasonably likely be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(he) promptly upon within two (2) Business Days after the receipt occurrence thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) Loan Party entering into a Swap Agreement or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject an amendment to a suspension Swap Agreement (other than Swap Agreements entered into with a Lender or an Affiliate of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (va Lender), where together with copies of all agreements evidencing such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually Swap Agreement or in the aggregate, or (y) a Material Adverse Effectamendment;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jf) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect; and
(g) 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 such certification. Each notice delivered under this Section 5.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of Vital Farms, Inc. Credit Agreement dated April 9, 2024” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Vital Farms, Inc.)
Notices of Material Events. The Borrower will shall furnish to the Administrative Agent (for distribution to and each Lender), Lender written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) as soon as possible and in any event within five (5) days after any Responsible Officer of the Borrower obtains knowledge thereof, the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) as soon as possible and in any event within five three (53) Business Days after an authorized officer any Responsible Officer of any Loan Party or any of its Subsidiaries the Borrower obtains knowledge thereof, notice from an authorized officer of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against the Borrower of or any Restricted Subsidiary thereof that (i) seeks damages, (ii) seeks injunctive relief, (iii) alleges criminal misconduct by Borrower or any Restricted Subsidiary thereof, (iv) alleges the commencement violation of, or any material development inseeks to impose remedies under, any litigationEnvironmental Law or related Requirement of Law, actionor seeks to impose Environmental Liability, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary (v) asserts liability on the part of any Loan Party Borrower or its respective property (including Restricted Subsidiary thereof in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual propertyany tax, fee, assessment, or other governmental charge, or (vi) (A) involves any product recall, which in which the amount of damages each case, could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) promptly upon any Responsible Officer of the Borrower obtaining knowledge thereof, the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days promptly after the furnishing thereof, copies of any Loan Party obtains knowledge statement or report furnished to the holders of any class of Material Indebtedness pursuant to the occurrence terms of a material breach any indenture, loan or default credit or notice of termination by any party under, or material amendment entered into by any party to, any document or similar agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or not otherwise required to be taken with respect thereto furnished to the Lenders pursuant to Section 5.1 or any other clause of this Section 5.2; and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration Responsible Officer of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt obtaining knowledge thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Formfactor Inc)
Notices of Material Events. (a) The Borrower Company will furnish to the Administrative Agent (for distribution to Trustee and each Lender), Holder prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(ai) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence filing or commencement of any material adverse development with respect to any litigation, action, suit or proceeding by or labor controversy described in Schedule 3.06before any arbitrator or Governmental Authority against or affecting any Choice One Company or any Affiliate thereof that, andif adversely determined, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(diii) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any Termination Event that, alone or default or notice of termination by together with any party underother Termination Events that have occurred, or material amendment entered into by any party to, any document or agreement could reasonably be expected to result in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liabilities of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentChoice One Companies in an aggregate amount exceeding $500,000;
(eiv) within ten (10) Business Days after, after the receipt thereofby any Choice One Company of notice that any Communications License has been lost or canceled, copies of all “management letters” submitted to any Loan Party such notice accompanied by a report describing the measures undertaken by the independent public accountants referred Choice One Companies to in Section 5.01 in connection with each audit made by prevent such accountants;
loss or cancellation (f) immediately and the anticipated impact, if any, that such loss or cancellation will have upon becoming aware thereof, notice (whether involuntary or voluntary) the business of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (ivCompany and its Subsidiaries), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jv) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer Officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
(b) For so long as any of the Notes remain outstanding and constitute "restricted securities" under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act.
(d) Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee's receipt of them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 1 contract
Sources: Debt Registration Rights Agreement (Choice One Communications Inc)
Notices of Material Events. (a) The Borrower will furnish will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereofAgent:
(ai) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period Default (with a description of existence thereof and what any action the applicable Loan Parties propose being taken or proposed to take be taken with respect thereto;); 81 Cleco Power LLC Credit Agreement
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any event of loss which would reasonably be expected to result in a mandatory prepayment under Section 2.12(b);
(iii) any sale or other disposition of the assets or other property of the Borrower or any of its Subsidiaries which would result in an offer to make a mandatory prepayment pursuant to Section 2.12(c);
(iv) any written notice to the Borrower indicating that any material adverse development Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing;
(v) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any litigation, action, proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or labor controversy described in Schedule 3.06, and(B) any real property under any Environmental Law, in each case together with a statement of an authorized officer of that would, individually or in the Borroweraggregate, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dvi) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement Change in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentControl;
(evii) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, fact or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary circumstance that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not would reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
Effect since the later of (iA) concurrently with the delivery date of the most recent audited annual financial information statements of the Borrower delivered pursuant to Section 5.01(a), (b5.02(a) or (c), information regarding any material amendment to B) the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithEffective Date; and
(jviii) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of each change to the event or development requiring such notice and any action taken or proposed to be taken with respect theretoSenior Debt Rating.
Appears in 1 contract
Sources: Credit Agreement (Cleco Power LLC)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereofAffiliates, notice from an authorized officer other than disputes in the ordinary course of business or, whether or not in the Borrower ordinary of business, disputes involving amounts exceeding $40,000,00050,000,000 (i) the commencement ofexcluding, or any material development inhowever, any litigationactions relating to workers’ compensation claims or negligence claims relating to use of motor vehicles, actionif fully covered by insurance, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected subject to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretodeductibles);
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower or any of its ERISA Affiliates in an aggregate amount exceeding $75,000,000;
(d) within five (5) Business Days after the assertion of any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken claim with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step Environmental Liability by any Person in furtherance of any such action against, or occurrence;
(g) promptly upon with respect to the receipt thereofactivities of, any written notice received by the Borrower or any Subsidiary that the FDA other Group Member and any alleged violation of or other comparable Governmental Authority (including non-compliance with any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower Environmental Laws or any Subsidiarypermits, (ii) changing the market classification licenses or labeling of the products of the Borrower or any Subsidiary under authorizations, other than any such Registrationclaim, (iii) considering any of the foregoingalleged violation or non-compliance that, alone or (iv) considering or implementing together with any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsmatters that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) liability of the Group Members in an obligation in excess of aggregate amount exceeding $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect40,000,00050,000,000;
(e) within five days thereof (or such earlier time as set forth in Section 5.4 of the Guarantee and Collateral Agreement), any change in (i) concurrently with the delivery of the financial information pursuant to Section 5.01(a)any Loan Party’s corporate name, (bii) any Loan Party’s corporate structure, (iii) any Loan Party’s jurisdiction of organization or (c)iv) the organization identification number, information regarding any material amendment if any, or, with respect to the organizational documents of any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and the Borrower agree not to effect or changes in accounting or financial reporting practices, fiscal years or fiscal quarters permit any of the Loan Parties, a certificate, certifying Parties to the extent of effect any change from referred to in this Section 6.02(e) unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a prior certificationvalid, from an authorized officer of legal and perfected security interest in all the Borrower notifying Collateral as contemplated in the Agents of such amendment and attaching thereto any relevant documentation in connection therewithSecurity Documents); and
(jf) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Griffon Corp)
Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent (for distribution to each Lender), ) prompt (but in any event within any time period that may be specified below) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default hereunder or Event of any “Default” under, which notice shall specify the nature thereofand as defined in, the period of existence thereof and what action the applicable Loan Parties propose to take with respect theretoABL Documents;
(b) within five 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 that (5i) Business Days after an authorized officer seeks damages in excess of $1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, or (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including $1,000,000 in respect of Environmental Laws any tax, fee, assessment, or other governmental charge;
(c) any filing by a Governmental Authority with respect to a Lien imposed by law for Taxes in excess of $50,000 that are past due and payable (unless being contested in compliance with Section 5.04) or receipt of any other written notice claiming a Lien arising by operation of law that may obtain priority over the Borrower’s and its Subsidiaries’ intellectual propertyLien in favor of the Administrative Agent by operation of law;
(d) (A) any loss, damage, or destruction to the Collateral in which the amount of damages could reasonably be expected to exceed $5,000,000500,000 or more, whether or not covered by insurance;
(Be) which is reasonably likely to result in a Material Adverse Effectwithin two (2) Business Days of receipt thereof, any and all default notices received under or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigationleased location or public warehouse where Collateral in the amount of $500,000 or more is located;
(f) all amendments to the ABL Documents, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement copy of an authorized officer of each such amendment;
(g) within two (2) Business Days after the Borrower, which notice shall specify the nature occurrence thereof, and what actions the applicable any Loan Parties propose to take with respect Party entering into a Swap Agreement or an amendment thereto, and, to the extent the Collateral Agent requests, together with copies of all documentation related theretoagreements evidencing such Swap Agreement or amendment;
(ch) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $1,000,000;
(di) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results inresults, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect; and
(j) within five (5) Business Days after 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 such certification. Each notice delivered under this Section 5.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Credit Agreement” and (iii) shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable lawRequirement of Law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Tempus AI, Inc.)
Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent (for distribution to each Lender), prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages Affiliate thereof that, if adversely determined, could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect;
(e) any change in any Loan Party's executive officers;
(f) any failure by any Loan Party to pay rent at any of such Loan Party's locations, which failure continues for more than ten (10) days following the day on which such rent first came due;
(g) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants;
(h) any material adverse change in the business, operations, or financial affairs of any Loan Party;
(i) any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent;
(j) the filing of any Lien for unpaid taxes against any Loan Party; and
(k) the determination by any Loan Party to (i) sell, close or otherwise liquidate more than five (5) store locations at any one time (or in a series of related transactions), other than the Permitted Store Closings, at least fifteen (15) Business Days before such sale, closure or liquidation and (ii) open any store location at least thirty (30) days prior to each such store opening. Each notice delivered under this Section SECTION 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Tweeter Home Entertainment Group Inc)
Notices of Material Events. The Each Borrower will and, where applicable, each General Partner, shall furnish to the Administrative Agent (for distribution or cause to each Lender)be furnished to Administrative Agent, written notice of the following as promptly as reasonably practicable after obtaining actual knowledge thereof, notice of:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement ofany Default, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding matter which has resulted or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could would reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering the receipt of any notice of any governmental investigation or any litigation commenced or threatened in writing against any Borrower or General Partner where such Borrower or General Partner, as the foregoingcase may be, is specifically named in such investigation or litigation or (iv) considering any actual or implementing potential liabilities with respect to any other such regulatory action either directly Pension Plan that exceed the Threshold Amount;
(b) any transaction or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, useevent that constitutes, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case if consummated, would constitute, a Change of the foregoing clauses Control of any Borrower; or
(c) (i) through (iv)the imposition of, where such action is not reasonably likely to or any event or transaction that, if consummated, would result in the imposition of, any Transfer Restriction (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335other than Existing Transfer Restrictions) or Restrictive Condition (other written notice regarding than Existing Restrictive Conditions) on the planned Collateral or actual institution a requirement that Tax be withheld from the proceeds of criminal proceedings against a sale of the Borrower or any SubsidiaryShares upon a foreclosure, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower Facility Adjustment Event or any Subsidiary will become the subject of seizurePotential Facility Adjustment Event that, embargoin either case, withdrawal of marketing authorizationrelates to a Tender Offer by any Blackstone Entity, recall, detention, an Issuer Share Repurchase or suspension of manufacturing, a Material Status Change or (iii) any FDA warning letter, untitled letter, Lien (other than Permitted Liens) or Form FDA 483 notice “adverse claim” (within the meaning of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale Section 8-502 of the products UCC) made or asserted against any of the Collateral. In addition, each Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject shall furnish to a suspension of manufacturing by any Governmental Authority, or (v) any Administrative Agent at least five Business Days’ prior written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, proposed change to its General Partner’s “Independent Manager” (in each case of the foregoing clauses (i) through (vcase, as defined in such Person’s Organization Documents), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer an Authorized Representative of each Borrower or other executive officer of General Partner, as the Borrower case may be, setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Margin Loan Agreement (Blackstone Holdings III L.P.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereofAffiliates, notice from an authorized officer other than disputes in the ordinary course of business or, whether or not in the Borrower ordinary of business, disputes involving amounts exceeding $50,000,000 (i) the commencement ofexcluding, or any material development inhowever, any litigationactions relating to workers’ compensation claims or negligence claims relating to use of motor vehicles, actionif fully covered by insurance, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected subject to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretodeductibles);
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower or any of its ERISA Affiliates in an aggregate amount exceeding $75,000,000;
(d) within five (5) Business Days after the assertion of any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken claim with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step Environmental Liability by any Person in furtherance of any such action against, or occurrence;
(g) promptly upon with respect to the receipt thereofactivities of, any written notice received by the Borrower or any Subsidiary that the FDA other Group Member and any alleged violation of or other comparable Governmental Authority (including non-compliance with any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower Environmental Laws or any Subsidiarypermits, (ii) changing the market classification licenses or labeling of the products of the Borrower or any Subsidiary under authorizations, other than any such Registrationclaim, (iii) considering any of the foregoingalleged violation or non-compliance that, alone or (iv) considering or implementing together with any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsmatters that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) liability of the Group Members in an obligation in excess of aggregate amount exceeding $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect50,000,000;
(e) within five days thereof (or such earlier time as set forth in Section 5.4 of the Guarantee and Collateral Agreement), any change in (i) concurrently with the delivery of the financial information pursuant to Section 5.01(a)any Loan Party’s corporate name, (bii) any Loan Party’s corporate structure, (iii) any Loan Party’s jurisdiction of organization or (c)iv) the organization identification number, information regarding any material amendment if any, or, with respect to the organizational documents of any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and the Borrower agree not to effect or changes in accounting or financial reporting practices, fiscal years or fiscal quarters permit any of the Loan Parties, a certificate, certifying Parties to the extent of effect any change from referred to in this Section 6.02(e) unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a prior certificationvalid, from an authorized officer of legal and perfected security interest in all the Borrower notifying Collateral as contemplated in the Agents of such amendment and attaching thereto any relevant documentation in connection therewithSecurity Documents); and
(jf) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Griffon Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), Lenders prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence filing or commencement of any Default action, suit or Event of Default, which notice shall specify proceeding by or before any arbitrator or Governmental Authority against or affecting the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party Borrower or any of its Subsidiaries obtains knowledge thereofAffiliates that, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(b) a Change of Control or potential Change of Control;
(c) a revocation, cancellation or relinquishment of any Material License held by the Borrower or any Restricted Subsidiary to operate satellite component facilities,
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any Default or default or notice Event of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentDefault;
(e) within ten the occurrence of any default under (10i) Business Days afterany Material Contract, receipt (ii) the 15% Notes Indenture, or (iii) the Exchangeable Notes Indenture, in each case, whether or not the applicable non-defaulting party, has exercised, or is permitted to exercise, any of its rights and remedies on account thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereofany material notices and other material communications from any shareholder of TerreStar Parent with respect to any of (i) the Transactions, notice (whether involuntary ii) the Spectrum Contribution Transactions, (iii) the Exchangeable Notes issued on or voluntaryabout the Effective Date, and (iv) of the bankruptcy, insolvency, reorganization of any Loan Party, additional 15% Notes issued on or about the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrenceEffective Date;
(g) promptly upon the receipt thereof, any written notice received material change in accounting policies or financial reporting practices by the Borrower or any Restricted Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jh) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each ; provided, that each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial an Officer or other executive officer of the Borrower setting forth (x) alerting the Lenders whether the details of the event or development requiring such notice include any material, non-public information relating to the Borrower or its business, (y) describing such details, and (z) setting forth any action taken or proposed to be taken with respect thereto. Upon receipt of such statement, any Lender may, in its sole discretion, disregard the details provided with such Officer's statement and waive its rights to notice under this Section of such event or development.
Appears in 1 contract
Sources: Purchase Money Credit Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
Notices of Material Events. The Borrower will furnish Furnish the following to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereofLender in writing:
(ai) the occurrence promptly after any Responsible Officer of Parent, Holdings or SFTP has actual knowledge of facts that would give him or her reason to believe that any Default or Event of Default has occurred, notice of such Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(bii) within five promptly after receipt or delivery thereof, a copy of any notice of (5x) Business Days after an authorized of any Event of Default (as defined in the Six Flags First Lien Credit Agreement), any Event of Default (as defined in the Six Flags Second Lien Credit Agreement) or acceleration thereunder, (y) any notice of any amendment of the definitions of “Applicable Margin” or “Eurocurrency Base Rate” under the Six Flags First Lien Credit Agreement or any substantially similar terms under any Successor Six Flags First Lien Facility; and (z) any notice delivered pursuant to Sections 8.2(c) and 8.2(e) of the Six Flags First Lien Credit Agreement and any notice delivered pursuant to Sections 6.2(c) and 6.2(e) of the Six Flags Second Lien Credit Agreement;
(iii) as soon as any executive officer of Parent, Holdings or SFTP has actual knowledge of the facts that would give him or her reason to know of the occurrence thereof, prompt notice of all legal or arbitral proceedings, and of all proceedings by or before any Loan Party governmental or regulatory authority or agency, and of any material development in respect of such legal or other proceedings, affecting Parent or any of its Subsidiaries obtains knowledge thereofthat, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach aggregate liabilities or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation damages in excess of $5,000,000, individually 5,000,000 over available insurance or in the aggregate, or (y) a Material Adverse Effectindemnification by creditworthy third parties;
(hiv) promptly upon as soon as possible, and in any event within five days prior to the receipt thereofincurrence by Parent of Indebtedness pursuant to any Indenture, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithincurrence; and
(jv) prompt notice of any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 11(b) shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower applicable Guarantor setting forth in reasonable detail the details facts and circumstances of the event or development requiring such notice 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 will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent Agent: (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereof:
(ai) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period Default (with a description of existence thereof and what any action the applicable Loan Parties propose being taken or proposed to take be taken with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or ); (ii) the occurrence of any event of loss which would reasonably be expected to result in a mandatory prepayment under Section 2.09(a); (iii) any sale or other disposition of the assets or other property of the Borrower or any of its Subsidiaries which would result in an offer to make a mandatory prepayment pursuant to Section 2.09(e); (iv) any written notice to the Borrower indicating that any material adverse development Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing; (v) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any litigation, action, proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or labor controversy described in Schedule 3.06, and(B) any real property under any Environmental Law, in each case together with a statement of an authorized officer of that would, individually or in the Borroweraggregate, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
; (dvi) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by Change in Control; (vii) any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, fact or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary circumstance that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not would reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(i) concurrently with Effect since the delivery date of the most recent audited annual financial information statements of the Borrower delivered pursuant to Section 5.01(a5.02(a), ; and (viii) details of each change to the Senior Debt Rating. 66 Bridge Loan Agreement (b) or “Know Your Customer.” The Borrower will promptly provide any information requested by the Administrative Agent (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters on behalf of the Loan Parties, a certificate, certifying Lenders or any of them) within twenty (20) Business Days of such request in order for the Lenders to comply with their respective internal “know your customer” or similar internal processes (but solely to the extent that such internal processes are designed to ensure compliance by such Lenders with Governmental Rules in respect of any change from a prior certificationanti‑money laundering, from an authorized officer of counter‑terrorism financing or similar matters) or the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoBeneficial Ownership Regulation.
Appears in 1 contract
Sources: Bridge Loan Agreement
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable lawlawRequirement of Law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Tempus AI, Inc.)
Notices of Material Events. The Borrower will furnish Operator Guarantor (on behalf of itself and the Issuer Trust) and the other Guarantors shall, as soon as reasonably practicable and in any event within 15 Business Days after it obtains knowledge of any of the following, give written notice to the Administrative Agent Indenture Trustee and the Servicer and, upon request by a Holder, the Indenture Trustee will provide to any Holder (for distribution to each Lender), written notice of at the following promptly after obtaining knowledge thereofIssuer Trust’s expense) of:
(a) the occurrence of any Event of Default or any Rapid Amortization Event (with a description of Default, which notice shall specify the nature thereof, the period of existence thereof and what any action the applicable Loan Parties propose being taken or proposed to take be taken with respect thereto);
(b) within five (5) Business Days after an authorized officer the occurrence of any Loan Party Casualty/Condemnation Event or any the actual or threatened commencement of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of proceedings that would result in a Condemnation;
(ic) the filing or commencement of, or of any material development in, any litigation, action, suit or other proceeding by or labor controversy before any arbitrator or proceeding affecting any Loan Party or any Subsidiary Governmental Authority in which, in the sole judgment of any Loan Party or its respective property (including in respect such Person, there is a reasonable probability of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages an adverse determination that could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, ;
(d) the early termination or (C) which purports to affect the legality, validity or enforceability cancellation of any Loan Document Material Contract (or any default or other event which with notice or lapse of time could result in such early termination or cancellation) or any Modification of any Material Contract;
(iie) any written notice of the occurrence of any event giving rise to a material adverse development claim under any insurance policy required to be maintained with respect to any litigationthe Properties, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) any material documents relating thereto in the occurrence possession or control of any ERISA Event which such Person that could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice any material Lien or claim against the Collateral known to such Person (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrenceother than Permitted Liens);
(g) promptly upon the receipt thereof, any written notice received by to the Borrower Issuer Trust or any Subsidiary Guarantor indicating that the FDA any material Governmental Approval will not be granted or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending renewed or revoking any Registration of the Borrower will be granted or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused renewed on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not terms that could reasonably likely be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon any event or circumstance known to such Person affecting the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding Hotel Operator that could reasonably be expected to impair the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product ability of the Borrower or any Subsidiary will become Hotel Operator to perform its obligations under the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting Hotel Management Agreement and that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents occurrence of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of Force Majeure Event under any Material Contracts;
(j) the Loan Parties, a certificate, certifying to the extent of entry into any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithadditional Material Contracts; and
(jk) any other development that results in, change of any senior manager or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive senior officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoGuarantor.
Appears in 1 contract
Notices of Material Events. The Borrower Borrowers will, and will cause each other Loan Party to furnish to the Administrative Agent Agent, the Issuing Banks, the Acceptance Lenders, the Collateral Agent, and each Lender prompt written (for distribution to each Lender), written except as provided in clause (e) below) notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify specifying the nature thereof, the period of existence and extent thereof and what the action the applicable Loan Parties propose (if any) which is proposed to take be taken with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages that, if adversely determined, could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect;
(e) telephonic notice of any change of the chief executive officer or chief financial officer of the Lead Borrower;
(f) any pending or threatened (in writing) strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Loan Party which could reasonably be expected to have, or has resulted in, a Material Adverse Effect;
(g) the filing of any Lien for unpaid taxes in excess of $5,000,000 against any Loan Party;
(h) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding;
(i) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and
(j) any material adverse change in the business, operations, or financial affairs of the Loan Parties taken as a whole. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Fourth Amended and Restated Credit Agreement (Caleres Inc)
Notices of Material Events. The Borrower will furnish shall deliver to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party filing or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that (i) involves any Loan Party Document or any Subsidiary the Transactions, or (ii) involves an amount in controversy in excess of any Loan Party $1,000,000, or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual propertyiii) (A) in which the amount of damages if adversely determined, could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(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 liability of the Borrower in an aggregate amount exceeding $1,000,000;
(d) any Multiemployer Plan entering “endangered status” or “critical status” under Section 412 or 432 of the Code or reorganization status under Section 4241 of ERISA if such status could reasonably be expected to result in liability of the Borrower in an aggregate amount exceeding $1,000,000;
(e) the assertion of any claim pursuant to applicable Environmental Law, including alleged violations of or non-compliance with permits, licenses, or other authorizations issued pursuant to applicable Environmental Law by any Person against, or with respect to the activities of, the Borrower that would (either individually or in the aggregate) reasonably be expected to result in an Environmental Liability in excess of $1,000,000;
(f) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving the Borrower which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effectits Subsidiaries;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening development that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detentionresults in, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000in, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with promptly notify the delivery of the financial information pursuant to Section 5.01(a)Administrative Agent upon obtaining knowledge thereof, (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certificationin ownership or control of any Approved Depository or any other depository at which, from an authorized officer time to time, any Confirmed Material and/or Assigned Material and/or Assigned Material – Unassigned Hedge is located; it being understood that from and after the date of delivery by the Borrower notifying the Agents of such amendment notice, and attaching thereto until such time as the Administrative Agent and the Required Lenders have approved in writing such change in ownership or control (in the Administrative Agent’s and each Lender’s sole discretion), the Confirmed Material and/or Assigned Material and/or Assigned Material – Unassigned Hedge located at any relevant documentation such Approved Depository, shall be deemed ineligible for inclusion in connection therewiththe Borrowing Base; and
(j) to the knowledge of the Borrower, any other development that results in, or is reasonably likely, individually or change in the aggregate, information provided in the Beneficial Ownership Certification that would result in a change to result in, a Material Adverse Effectthe list of beneficial owners identified in parts II(c) or II(d) of such certification. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Uncommitted Credit Agreement (A-Mark Precious Metals, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party other than the Chapter 11 Cases, the filing or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Loan Parties thereof not previously disclosed in writing to the Lenders or any material adverse development in, in any litigation, action, proceeding suit, proceeding, investigation or labor controversy arbitration (whether or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including not previously disclosed to the Lenders) that, in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages either case, if adversely determined, could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, Effect (whether or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, not subject to the extent automatic stay in the Collateral Agent requests, copies of all documentation related theretoChapter 11 Cases);
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration liability of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, Loan Party in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of aggregate amount exceeding $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect250,000;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jd) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect;
(e) at least three (3) Business Days prior to filing (or, in the case of any Post-Petition pleadings and motions that seek an expedited emergency hearing, two (2) Business Days prior to filing, or in each case such shorter period as the Administrative Agent may agree), the Borrower shall use commercially reasonable efforts to provide the Administrative Agent copies of all material pleadings and motions (other than “first day” motions and proposed orders) to be filed by or on behalf of the Borrower or any of the other Loan Parties with the Bankruptcy Court or the United States Trustee in the Chapter 11 Cases, or to be distributed by or on behalf of the Borrower or any of the other Loan Parties to any official committee appointed in the Chapter 11 Cases, which such pleadings shall include the Administrative Agent as a notice party; and
(f) on a timely basis as specified in the DIP Orders, all notices required to be given to all parties specified in the DIP Orders, in the manner specified therefor therein. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Dip Credit Agreement
Notices of Material Events. The Borrower will Parent Guarantor shall and, to the extent applicable, shall cause each of its Subsidiaries to furnish to the Administrative Agent (for distribution to and each Lender), Lender written notice (prepared in reasonable detail) of the following promptly after obtaining knowledge thereof:
(a) the existence or occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) events described in this Section 8.02 within five (5) Business Days after an authorized officer a Responsible Officer of the Parent Guarantor first obtains knowledge of such existence or occurrence; provided, that for so long as the Parent Guarantor is subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act, neither the Parent Guarantor nor any other Person acting on its behalf will provide, or be obligated to provide, to the Administrative Agent or any Lender or their respective representatives or agents any information, other than the information described in clause (a) below, that the Parent Guarantor reasonably believes constitutes material non-public information, unless prior thereto such receiving Person shall have confirmed to the Borrower in writing that it consents to receive such information; provided, further, that the Parent Guarantor acknowledges and confirms that each Secured Party shall be relying on the foregoing covenant in effecting transactions involving securities of the Parent Guarantor.
(a) The occurrence of any Loan Party Default.
(b) The occurrence of any event with respect to any property or assets of the Parent Guarantor or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of resulting in a Loss aggregating $1,000,000 (or the Borrower of Equivalent Amount in other currencies) or more.
(ic) the commencement of, or any material development in, any litigationAny Claim, action, proceeding suit, notice of violation, hearing, investigation or labor controversy other proceedings pending, or proceeding to any Obligor’s knowledge, threatened against or affecting any Loan Party Obligor or any Subsidiary of any Loan Party its Subsidiaries or its with respect to the ownership, use, maintenance and operation of their respective property businesses, operations or properties (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000environmental matters), (B) which is reasonably likely to result in whether made by a Material Adverse EffectGovernmental Authority or other Person that, or (C) which purports to affect the legalityif adversely determined, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;Loss of $1,000,000 or more.
(d) within five (5i) Business Days after On or prior to the date of any Loan Party obtains knowledge filing by any ERISA Affiliate of the occurrence of a material breach or default or any notice of termination by intent to terminate any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicableTitle IV Plan, a copy of such amendment;
notice and (eii) promptly, and in any event within ten (10) Business Days afterdays, receipt thereof, copies after any Responsible Officer of all “management letters” submitted any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Loan Party Title IV Plan or Multiemployer Plan, a notice in writing describing such waiver request in reasonable detail and including any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.
(i) The termination of any Material Agreement other than in accordance with its terms, including as a result of a breach or default, (ii) the entering into of any new Material Agreement by the independent public accountants referred any Obligor or any of its Subsidiaries (and a copy thereof) or (iii) any material amendment to in Section 5.01 in connection with each audit made by such accountants;a Material Agreement (and a copy thereof).
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of Any reports and notices required to be delivered pursuant to the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;Security Documents.
(g) promptly upon the receipt thereofNotice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving any written notice received Obligor or any of its Subsidiaries.
(h) Any licensing agreement or similar arrangement entered into by any Obligor or any of its Subsidiaries in connection with any infringement or alleged infringement by the Borrower Parent Guarantor or any Subsidiary that the FDA or other comparable Governmental Authority (including of its Subsidiaries of any Public Health Regulatory Agency) is Intellectual Property of another Person.
(i) limiting, suspending or revoking any Registration Notice of the Borrower filing or other acquisition of any Material Intellectual Property by any Obligor or any Subsidiary, (ii) changing of its Subsidiary after the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipientsdate hereof; provided that, with respect to any such Material Intellectual Property filed or acquired in each case of the foregoing clauses (iany fiscal quarter, notice thereof pursuant to this Section 8.02(i) through (iv), where such action is shall not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry be made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with later than the delivery of the financial information statements for such fiscal quarter required pursuant to Section 5.01(a8.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and.
(j) Any change to any other development Obligor’s or any of its Subsidiaries’ ownership of any Obligor Accounts, by delivering to the Administrative Agent a notice setting forth a complete and correct list of all such accounts as of the date of such change.
(k) The occurrence or existence of any event, circumstance, act or omission that results has resulted in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse EffectEffect or a Material Regulatory Event.
(l) The occurrence of any Claim related to any Product or inventory involving more than $500,000, written notice thereof from a Responsible Officer of the such Obligor which notice shall include a statement setting forth details of such Claim. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Parent Guarantor setting forth the details of the event or development occurrence requiring such notice and any action taken or proposed to be taken with respect theretothereto (if applicable). Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. Without limiting the five (5) Business Day delivery requirement first set forth above in this Section 8.02, information required to be delivered pursuant to this Section 8.02 shall be deemed to have been delivered on the date that such information shall have been made publicly available on the SEC’s ▇▇▇▇▇ system website.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender written notice of the following promptly after upon obtaining knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could Affiliate thereof that would reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $20 million;
(d) the occurrence and nature of any Prohibited Transaction with respect to any Plan, or a transaction the IRS or Department of Labor or any other Governmental Authority is reviewing to determine whether a material Prohibited Transaction might have occurred, in either case, that could reasonably be expected to result in a Material Adverse Effect;
(de) within five two (52) Business Days (or such longer period as the Administrative Agent may agree) after the occurrence thereof, any Loan Party obtains knowledge of entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the occurrence of a material breach or default or notice of termination by any party underextent such Swap Agreement relates to Secured Swap Obligations, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by agreements evidencing such accountantsSwap Agreement or amendment;
(f) immediately upon becoming aware thereof, any material notice (whether involuntary or voluntary) of provided to the bankruptcy, insolvency, reorganization holders of any Loan Party, or the appointment of any trustee in connection Convertible Notes along with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents copy of such amendment and attaching thereto any relevant documentation in connection therewithnotice; and
(jg) any other development that results in, or is would reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 (other than clause (e) above) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Etsy Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any of its Subsidiaries obtains knowledge thereofAffiliate thereof that, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by together with any party underother ERISA Events that have occurred, or material amendment entered into by any party to, any document or agreement could reasonably be expected to result in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liability of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentRestricted Subsidiaries in an aggregate amount exceeding $5,000,000;
(ed) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted any written notice or written claim to the effect that any Credit Party is or may be liable to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) Person as a result of the bankruptcy, insolvency, reorganization of release by any Loan Credit Party, or the appointment any other Person of any trustee in connection with or anticipation of any such occurrence, or Hazardous Materials into the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary environment that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not could reasonably likely be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (iie) any written notice from alleging any Governmental Authority proposing or threatening that violation of any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing Environmental Law by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action Credit Party that could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(f) the occurrence of any material breach or default under, or repudiation or termination of, any Material Sales Contract that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(g) the receipt by the Borrower or any Restricted Subsidiary of any management letter or comparable analysis prepared by the auditors for the Borrower or any such Restricted Subsidiary;
(h) promptly, and in any event within two (2) Business Days after receiving notice thereof or a Responsible Officer becoming aware of, the occurrence of any material breach or default under, or repudiation or termination of, or notice of any material dispute or claim arising under or in connection with the BG JV Documents, the ▇▇▇▇▇▇▇▇▇ ▇▇ Documents or the KKR Participation Agreement by any party thereto, including any Default Notice under and as defined in Section 5.1 of the BG Joint Development Agreement and Section 5.1 of the Marcellus Joint Development Agreement;
(i) concurrently with promptly, and in any event within two (2) Business Days after receiving notice thereof or a Responsible Officer becoming aware of, the delivery occurrence of any default or event of default under the financial information pursuant to Section 5.01(a)First Lien Documents, (b) the indenture or (c), information regarding any material amendment similar documents related to the organizational documents of Existing Unsecured Notes or under any Loan Party Parity Lien Documents, Priority Lien Documents or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithJunior Lien Documents; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries obtains knowledge thereofAffiliates, notice from an authorized officer other than disputes in the ordinary course of business or, whether or not in the Borrower ordinary of business, disputes involving amounts exceeding $40,000,000 (i) the commencement ofexcluding, or any material development inhowever, any litigationactions relating to workers’ compensation claims or negligence claims relating to use of motor vehicles, actionif fully covered by insurance, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected subject to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretodeductibles);
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and any of its ERISA Affiliates in an aggregate amount exceeding $75,000,000;
(d) within five (5) Business Days after the assertion of any Loan Party obtains knowledge claim with respect to any Environmental Liability by any Person against, or with respect to the activities of, the Borrower or any other Group Member and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any such claim, alleged violation or non-compliance that, alone or together with any other such matters that have occurred, could reasonably be expected to result in liability of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement Group Members in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentaggregate amount exceeding $30,000,000;
(e) within ten five days thereof (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to or such earlier time as set forth in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) 5.4 of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereofGuarantee and Collateral Agreement), any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, change in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any SubsidiaryLoan Party’s corporate name, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturingLoan Party’s corporate structure, (iii) any FDA warning letter, untitled letter, Loan Party’s jurisdiction of organization or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) the organization identification number, if any, or, with respect to any written notice asserting Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a product UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and the Borrower agree not to effect or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of permit any of the Borrower Loan Parties to effect any change referred to in this Section 6.02(e) unless all filings have been made under the UCC or any Subsidiaryotherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, except, legal and perfected security interest in each case of all the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or Collateral as contemplated in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(aSecurity Documents), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jf) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Griffon Corp)
Notices of Material Events. The Borrower will furnish (or cause to be furnished) to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 which shall be accompanied by a statement of a Financial an Authorized Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretothereto (if any), of the following within the applicable time period set forth below:
(a) within five (5) Business Days after an Obligor obtains Knowledge thereof, the occurrence of any event or condition which constitutes (i) a Default or (ii) an Event of Default;
(b) within five (5) Business Days after an Obligor obtains Knowledge of the Material filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against any Obligor or any of its Subsidiaries;
(c) within five (5) Business Days after an Obligor obtains Knowledge of any actual or threatened (in writing) material Environmental Claim by any Person against, or with respect to the activities of, any Obligor or any of its Subsidiaries or any of the Facilities or any material violation or alleged violation of or non-compliance with any Environmental Laws or any Governmental Approvals;
(d) within five (5) Business Days after an Authorized Officer of an Obligor obtains Knowledge thereof, the existence of any material ERISA Event;
(e) within five (5) Business Days after an Obligor obtains Knowledge thereof, the occurrence of, or the execution of any agreement providing for, any Change in Control or transfer of direct ownership interest in any Obligor;
(f) within five (5) Business Days after an Obligor obtains Knowledge thereof, any Power Purchaser or counterparty to a Community Solar Arrangement that was an Investment Grade Offtaker becomes a Non-Investment Grade Offtaker (together with an explanation of the applicable change in circumstances if other than as a result of a ratings downgrade); and
(g) within five (5) Business Days after an Obligor obtains Knowledge thereof, the occurrence of any other development that has resulted in, or such Obligor believes in good faith will result in, a Material Adverse Effect; and
(h) within five (5) Business Days after determination to the extent the Borrower makes a determination with respect to whether something is or is not “Material” or has or does not have a “Material Adverse Effect”, together with relevant support for such determination.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Greenbacker Renewable Energy Co LLC)
Notices of Material Events. The Borrower will will, upon knowledge thereof by a Financial Officer or other executive officer, furnish to the Administrative Agent (for distribution to each Lender), the Lenders prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(ai) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence filing or commencement of any material adverse development with respect to any litigation, action, suit or proceeding by or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of before any arbitrator or Governmental Authority against or affecting the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of Borrower or any ERISA Event which Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(diii) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by together with any party underother ERISA Events that have occurred, or material amendment entered into by any party to, any document or agreement could reasonably be expected to result in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liability of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to its ERISA Affiliates in an aggregate amount that could reasonably be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(hiv) promptly upon details of any material breach of the receipt thereof, (i) terms of the Target Acquisition Documents or any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) material claim made by or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower Borrower, or, to the best of its knowledge and belief (having made all reasonable enquiries), pending or any Subsidiarythreatened, (ii) any written notice from any Governmental Authority proposing or threatening that any product under the terms of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithTarget Acquisition Documents; and
(jv) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered pursuant to clause (ii) of this Section 5.01(b) shall be deemed to have been delivered if such information, or one or more annual or quarterly or other periodic reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Notices of Material Events. The Except as otherwise provided below, within ten (10) Business Days of any Loan Party gaining knowledge thereof, the Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of (i) any Default or Event of DefaultDefault and (ii) any default by any counterparty with respect to any material provision of any of any Material Contract or Material Station Agreement, which notice shall specify in each case, specifying the nature thereof, the period of existence and extent thereof and what the corrective action the applicable Loan Parties propose (if any) taken or proposed to take be taken with respect thereto;
(b) within five (5) Business Days after an authorized officer the occurrence of any Loan Party Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event, in each case, with a fair market value in excess of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of $10,000,000;
(ic) the filing or commencement of, or any material development inthe threat in writing of, any litigation, action, proceeding suit, proceeding, investigation or labor controversy arbitration by or proceeding before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary not previously disclosed in writing to the Lenders or any entry of judgment in any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding suit, proceeding, investigation or labor controversy described in Schedule 3.06, andarbitration (whether or not previously disclosed to the Lenders) that, in each case together with a statement of an authorized officer of the Borrowercase, which notice shall specify the nature thereofif adversely determined, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge litigation or proceeding affecting any counterparty to a Material Contract or Material Station Agreement or involving any Intellectual Property of the occurrence of a material breach or default or notice of termination by any party underLoan Parties, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or which if adversely determined could reasonably be expected to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending result in potential liability of $5,000,000 or revoking any Registration of the Borrower more or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(he) promptly upon the receipt thereof, (i) any FDA Section 305 notice event or condition that constitutes a material default or event of hearing before report default or a termination event under any Material Contract or Material Station Agreement (other than a termination in accordance with its terms and not as a result of criminal violation (21 U.S.C. § 335a default) or other written notice regarding the planned or actual institution agreement in respect of criminal proceedings against the Borrower or any SubsidiaryMaterial Indebtedness, (ii) any written notice from of termination (other than a termination in accordance with its terms and not as a result of a default) or notice of material default, including any Governmental Authority proposing material non-payment, received or threatening that given, under, or in connection with, any product Material Contract, Material Station Agreement or agreement in respect of the Borrower any Material Indebtedness, or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detentionother material and adverse notice under, or suspension in connection with, any Material Contract, Material Station Agreement or agreement in respect of manufacturing, Material Indebtedness and (iii) any FDA warning lettertermination (other than a termination in accordance with its terms and not as a result of a default) or, untitled letterto the extent material and adverse to the rights or interests of the Lenders, material amendment or modification of, or Form FDA 483 notice waiver or consent under, or assignment of, any Material Contract, Material Station Agreement or agreement in respect of inspectional observationsany Material Indebtedness, and/or and, in each case, copies of all documentation and other similar written notice, complaint or inquiry made by the FDA or information provided to any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower Loan Party or any Subsidiary of any Loan Party with respect to such termination, amendment, modification, waiver, consent or assignment;
(f) of the occurrence of any event for which the Borrower is not in compliance with any applicable law, required to make a mandatory prepayment pursuant to Section 3.04(b);
(ivg) (i) any written notice asserting that a product revocation, denial, material modification or non-renewal of any Necessary Permit or other material Governmental Approval, which revocation, denial, material modification or non-renewal could reasonably be expected to materially and adversely affect the business or operations of any Loan Party and (ii) any dispute between any Loan Party and any Governmental Authority involving the denial, material modification or non-renewal or the like of any Necessary Permit or other material Governmental Approval or the imposition of additional material conditions with respect thereto, which could reasonably be expected to materially and adversely affect the business or operations of any Loan Party;
(h) any default by any party with respect to any Real Property Rights of the Borrower Loan Parties with respect to any Material Real Property that could reasonably be expected to materially and adversely affect the business or operations of any Loan Party;
(i) (i) any claim or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, potential liability of any proceedings in the United States or Loan Party under any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, exceptEnvironmental Laws, in each case of the foregoing clauses case, that might reasonably be expected to exceed $10,000,000 or (iii) through (v), where such action any other claim asserted against any Loan Party or its Properties that could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(ij) concurrently with the delivery any early cancellation of the financial information any insurance required to be maintained pursuant to Section 5.01(a), 8.07 (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation except in connection therewithwith the concurrent replacement thereof with insurance for which the requirements of Section 8.07 are satisfied); and
(jk) any other development or circumstance that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice in reasonable detail and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Senior Secured First Lien Term Loan Credit Agreement (Clean Energy Fuels Corp.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt (for distribution to each Lender), but in any event within any time period that may be specified below) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) Within five Business Days after a Responsible Officer of the Borrower has knowledge thereof, the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer a Responsible Officer of the Borrower has knowledge of receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of that (i) the commencement ofseeks damages in excess of $5,000,000, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual propertyii) (A) in which the amount of damages seeks injunctive relief that could reasonably be expected to exceed $5,000,000result in a Material Adverse Effect, (Biii) which is alleges criminal misconduct by any Loan Party, (iv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws that could reasonably likely be expected to result in a Material Adverse Effect, or (Cv) which purports to affect the legalitycontests any tax, validity fee, assessment, or enforceability other governmental charge in excess of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto$5,000,000;
(c) within five Business Days after a Responsible Officer of the occurrence Borrower has knowledge thereof, any Lien (other than Permitted Liens) or claim made or asserted against any of the Rental Fleet Assets (other than any ERISA Event which that are subject to a Long Term Lease) in an amount that could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer Responsible Officer of the Borrower setting forth details has knowledge thereof, any loss, damage, or destruction to the Rental Fleet Assets (other than any that are subject to a Long Term Lease) or any other Collateral in the amount of such material breach $5,000,000 or more, whether or not covered by insurance;
(e) within five Business Days after a Responsible Officer of the Borrower has knowledge thereof, the receipt of any and all default notices received under or notice of termination and the actions taken or to be taken with respect thereto andto any leased location or public warehouse where Collateral in amount of $5,000,000 or more is located;
(f) within a reasonable amount of time after the closing thereof, if applicable, any amendment to any Senior Note Document together with a copy of such amendment;
(eg) within ten (10) five Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration after a Responsible Officer of the Borrower has knowledge thereof, the occurrence of any ERISA Event that, alone or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing together with any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually actual liability to the Borrower or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery any of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment Borrower’s direct subsidiaries and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is which liability could reasonably likelybe expected, individually or in the aggregate, to result inhave a Material Adverse Effect; and
(h) within five Business Days after a Responsible Officer of the Borrower has knowledge thereof, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), Bank prompt written notice of the following promptly after obtaining knowledge thereofevents at or within the times indicated:
(a) within three (3) Business Days after any Partner's failure to make such Partner's Capital Contribution upon a Notice of Drawdown or after the occurrence Borrower has actual knowledge of any Default fact or Event of Defaultcircumstance that will or could be reasonably anticipated to render such Partner financially, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose legally or contractually unable to take with respect theretomake a Capital Contribution;
(b) within five three (53) Business Days after an authorized officer the termination of the Investment Period or after the Borrower has actual knowledge of any Loan Party fact or any circumstance that will or could be reasonably anticipated to terminate the Investment Period; and in the case of its Subsidiaries obtains knowledge thereof, notice from an authorized officer a termination of the Borrower of (i) the commencement ofInvestment Period, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer copy of the Borrowernotice to each Limited Partner of the Reserved Commitment of such Limited Partner, which contemporaneously with sending such notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoLimited Partner;
(c) immediately upon the occurrence of any ERISA Event which Default;
(d) within three (3) Business Days after the General Partner gives or receives notice of any Excused Investment or after the Borrower has actual knowledge of any fact or circumstance that will or could be reasonably anticipated to result in an Excused Investment;
(e) within ten (10) days after the execution of any Subscription Agreement executed after the date hereof;
(f) within ten (10) days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(dg) within five three (53) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken together with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their productsERISA Events that have occurred, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jh) within three (3) Business Days after the occurrence of any other development that results inevent described in subclause (x), (y) or is reasonably likely, individually or in (z) of clause (a) of Section 6.4 of the aggregate, to result in, a Material Adverse EffectPartnership Agreement. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower or its General Partner setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Jefferies Capital Partners Iv Lp)
Notices of Material Events. The Borrower Loan Parties will, and will cause their Subsidiaries to, furnish to the Administrative Agent (for distribution to Agent, the Issuing Banks, the Collateral Agent, the Co-Borrowing Base Agents and each Lender), Lender written notice of the following promptly after following a Responsible Officer’s obtaining knowledge thereof:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party development that alone or together with any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement ofother developments results in, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse Effect;
(c) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants;
(d) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, which affects or changes the calculation of the Borrowing Base; and
(e) the filing of any Lien for unpaid Taxes against any Loan Party in excess of $25,000,000;
(f) any breach or non-performance of, any default under, or termination of, a contract or agreement evidencing Material Indebtedness of any Loan Party or any Subsidiary thereof (including, but not limited to, notice of any “Default” or “Event of Default” under (and as defined in) the Term Loan Agreement); and
(i) notice of any amendment, supplement, modification, waiver or consent to the Term Loan Agreements or other documents and agreements relating to the Term Loan, and (ii) any notice or other writing that relates to the Term Loan Agreement, in each case, received from or delivered to any party to the Term Loan Agreement and copies thereof. The Borrowers will also furnish to the Administrative Agent, the Issuing Banks, the Collateral Agent, the Co-Borrowing Base Agents and each Lender written notice of any change in a Loan Party’s Responsible Officers or Financial Officers at or prior to the time that any Borrowing Base Certificate, financial statement or other report to be certified by such Person is delivered (or is required to be delivered) to the Administrative Agent. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer Responsible Officer of the Borrower ▇▇▇▇ setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Zale Corp)
Notices of Material Events. The Within five (5) Business Days of any Responsible Officer of the Borrower obtaining knowledge thereof, the Borrower will furnish to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;,
(b) within five (5) Business Days after an authorized officer the occurrence of any Loan Party Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event, in each case with a fair market value in excess of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of $2,500,000;
(ic) the filing or commencement of, or any material development inthe threat in writing of, any litigation, action, proceeding suit, proceeding, investigation or labor controversy arbitration by or proceeding before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party not previously disclosed in writing to the Administrative Agent or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to in any litigation, action, proceeding suit, proceeding, investigation or labor controversy described in Schedule 3.06, andarbitration (whether or not previously disclosed to the Lenders) that, in each case together with a statement of an authorized officer of the Borrowereither case, which notice shall specify the nature thereofif adversely determined, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge litigation or proceeding affecting any Material Contract or involving any Intellectual Property of the occurrence Loan Parties and their Subsidiaries, which if adversely determined could reasonably be expected to (i) result in potential liability of the Loan Parties and their Subsidiaries of $2,500,000 or more or (ii) have a Material Adverse Effect;
(e) (i) any event or condition that constitutes a material breach default or event of default or a termination event under any Material Contract, (ii) any notice of termination (other than expiration by its terms) or notice of termination by any party material default received or given, under, or in connection with, any Material Contract, and (iii) any termination (other than expiration by its terms) or material amendment entered into by or modification of any party toMaterial Contract, any document or agreement and in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicableeach case, a copy of such amendment;
(e) within ten (10) Business Days afterearly termination, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsamendment or modification;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization occurrence of any Loan Party, or event for which the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrenceBorrower is required to make a mandatory prepayment pursuant to Section 3.04;
(g) promptly upon any revocation, denial, adverse modification or non-renewal of any Governmental Approval material to the receipt thereofLoan Parties’ and Excluded Subsidiary’s business, any written notice received by the Borrower which revocation, denial, adverse modification or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not non-renewal would reasonably likely be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice from a Governmental Authority of hearing before report potential liability of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower any Loan Party or any Subsidiary, (ii) of its Subsidiaries under any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detentionEnvironmental Laws for an amount in excess of, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of exceed, $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect2,500,000;
(i) concurrently with any early cancellation or material adverse change in the delivery terms, coverage or amounts of the financial information any insurance required to be maintained pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith9.07; and
(j) any other development or circumstance that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 9.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice in reasonable detail and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (Eos Energy Enterprises, Inc.)
Notices of Material Events. The In addition to the notices required under Section 8.01 and Section 8.10(b), the Borrower will furnish to the Administrative Agent prompt (for distribution to each Lender), and in any event within five (5) Business Days of a Responsible Officer becoming aware thereof) written notice (and the notice at issue in the case of clause (e) below) of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party other than the Chapter 11 Cases, the filing or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development inthe threat in writing of, any litigation, action, proceeding suit, proceeding, investigation or labor controversy arbitration by or proceeding before any arbitrator or Governmental Authority against or affecting any Loan Party the Borrower or any Subsidiary of any Loan other Credit Party or its respective property (including not previously disclosed in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, writing to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which Lenders that could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of , or the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement adverse development in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrenceaction, suit, proceeding, investigation or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary arbitration that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(hc) promptly upon other than the receipt thereofChapter 11 Cases, the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority that (i) constitutes a material adverse claim against, or asserts a material cloud upon the Borrower’s or any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) other Credit Party’s title to, any material Oil and Gas Properties or other written notice regarding Collateral pledged pursuant to the planned Security Instruments or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing otherwise attacks the validity or threatening that any product (other than by asserting a Permitted Lien) the priority of the Borrower Administrative Agent’s Liens in any material Oil and Gas Properties or any Subsidiary will become other Collateral pledged pursuant to the subject of seizure, embargo, withdrawal of marketing authorization, recall, detentionSecurity Instruments, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower Security Instruments under which such Oil and Gas Properties or any Subsidiary other Collateral is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower mortgaged or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effectpledged;
(id) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents occurrence of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development ERISA Event that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect; and
(e) any written notices or material information delivered to holders of any of the 2022 Notes, the 2024 Notes or the 2025 Notes or Pre-Petition RBL Lenders or the Pre-Petition Term Loan Lenders. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Senior Secured Superpriority Debtor in Possession Credit Agreement (Ultra Petroleum Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), written notice of the following promptly (and in any event, within five (5) Business Days) after obtaining a Responsible Officer first learns of or acquires knowledge thereofwith respect to:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the occurrence of any Loan Party event with respect to the property or assets of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of resulting in a Loss aggregating $2,500,000 (or the Borrower of (iEquivalent Amount in other currencies) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property more (including any such Claim or Loss relating to any violation or liability under or in respect of any Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoLaw);
(c) the occurrence filing or commencement of any ERISA Event which action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(di) within five the intention of any ERISA Affiliate to file any notice of intent to terminate any Title IV Plan, a copy of such notice and (5ii) Business Days after the filing by any Loan Party obtains knowledge ERISA Affiliate of a request for a minimum funding waiver under Section 412 of the occurrence Code with respect to any Title IV Plan or Multiemployer Plan, in each case in writing and in reasonable detail (including a description of any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto);
(e) (i) the termination of any Material Agreement other than in accordance with its terms and not as a result of a breach or default, (ii) the receipt by the Borrower or any of its Subsidiaries of any notice of a material breach or default or notice under any Material Agreement (and a description thereof), (iii) the entering into of termination any new Material Agreement by any party underObligor (and a description thereof) or (iv) the proposed entering into of any amendment, supplement, or material amendment entered into by modification of any party toBPC Agreement, any document or agreement in respect of Subordinated Indebtedness (includingwhich notice shall be delivered prior to the entry into, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to shall be taken delivered with respect thereto and, if applicable, a copy of of, such proposed amendment;
(e) within ten (10) Business Days after, receipt thereofsupplement, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsor modification;
(f) immediately upon becoming aware thereof, notice (whether involuntary any material change in account in accounting policies or voluntary) financial reporting practices by the Borrower or any of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrenceits Subsidiaries;
(g) promptly upon the receipt thereof, any written notice received by the Borrower labor controversy resulting in or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely threatening to result in (x) any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an obligation Obligor that could reasonably be expected to result in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) licensing agreement or other written notice regarding the planned or actual institution of criminal proceedings against arrangement entered into by the Borrower or any Subsidiary, of its Subsidiaries in connection with any infringement or alleged infringement of any Intellectual Property of another Person;
(iii) any written notice from any the registration with a federal Governmental Authority proposing or threatening that of any product of Material Intellectual Property by the Borrower or any Subsidiary will become after the subject Closing Date (whether as a result of seizureany creation, embargodevelopment or other acquisition of such Intellectual Property); provided that, withdrawal with respect to any such Intellectual Property registered with a federal Governmental Authority in any fiscal year, notice thereof pursuant to this Section 8.02(k) shall not be made later than the delivery of marketing authorizationfinancial statements for such fiscal year required pursuant to Section 8.01(b);
(j) the occurrence or existence of any event, recallcircumstance, detentionact or omission that would cause any representation or warranty contained in Section 7.07, Section 7.18 or suspension Section 7.23 to be incorrect in any material respect (or in any respect if such representation or warranty is qualified by materiality or by reference to a Material Adverse Effect or Material Adverse Change) if such representation or warranty was to be made at the time any Obligor learned of manufacturingsuch event, circumstance, act or omission;
(iiik) the acquisition by any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA Obligor or any comparable Governmental Authority (including fee interest in any Public Health Regulatory Agency) asserting that real property for which the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000value, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithexceeds $1,000,000; and
(jl) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered pursuant to this Section 8.02 shall be deemed to have been delivered on the date that such information shall have been made publicly available on “E▇▇▇▇” so long as such information has been made publicly available within the five (5) Business Day period set forth above. Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. Notwithstanding the foregoing, the Borrower covenants and agrees that neither the Borrower, nor any other Person acting on its behalf, will provide, or be obligated to provide, the Administrative Agent or any Lender or their respective representatives and agents with any information that the Borrower reasonably believes constitutes material non-public information, unless prior thereto such Person shall have confirmed to the Borrower in writing that it consents to receive such information. The Borrower acknowledges and confirms that each Secured Party shall be relying on the foregoing covenant in effecting transactions in securities of the Borrower.
Appears in 1 contract
Notices of Material Events. The Borrower will Promptly, and in any event within three (3) Business Days upon Borrower's becoming aware of the following events, furnish to the Administrative Agent (for distribution to and each Lender), Lender written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(bi) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Borrower, any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer or any of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document Partnerships or (ii) the occurrence of any material adverse development with respect to any litigation, action, suit or proceeding previously disclosed to the Agent or labor controversy described in Schedule 3.06, andthe Lenders pursuant to this Agreement, in each case together with a statement of an authorized officer of the Borrowerif such action, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which suit or proceeding could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse EffectChange;
(i) concurrently with any claim by any Person against Borrower or any of its Subsidiaries of nonpayment of, or (ii) any attempt by any Person to collect upon or enforce, any accounts payable of Borrower or any of its Subsidiaries, in the delivery case of any single account payable in excess of $500,000.00, or in the case of all accounts payable in the aggregate in excess of $3,000,000.00;
(i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against Borrower or any of its Subsidiaries or any of their respective Properties pursuant to any applicable Environmental Laws which could result in a Material Adverse Change, and (ii) any environmental or similar condition on any real property adjoining or in the vicinity of the financial information pursuant property of Borrower or any of its Subsidiaries that could reasonably be anticipated to Section 5.01(a), (b) cause such property or (c), information regarding any part thereof to be subject to any material amendment to restrictions on the organizational documents of any Loan Party ownership, occupancy, transferability or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents use of such amendment and attaching thereto property under any relevant documentation in connection therewithEnvironmental Laws; and
(je) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse EffectChange. Each notice delivered under this Section 5.02 6.16 shall be accompanied by a statement of a Financial Officer the president or other executive chief ------------- financial officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower Company will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(ai) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(bii) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any of its Subsidiaries obtains knowledge thereofAffiliate thereof that, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely result to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(ciii) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;liability of the Company and its Subsidiaries in an aggregate amount exceeding $250,000; and
(div) within five (5) Business Days after the receipt or any Loan Party obtains knowledge of notice or the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary event that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery Environmental Liability of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes Company and its Subsidiaries in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithaggregate amount exceeding $1,000,000; and
(jv) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect.
(b) The Company shall deliver to the Administrative Agent and the Lenders written notice of each of the following events affecting the Company or its Subsidiaries not less than five (5) Business Days prior to the occurrence thereof: (i) a sale, transfer or other disposition of any Unencumbered Eligible Project, (ii) a sale, transfer or other disposition of other assets, in a single transaction or series of related transactions, for consideration in excess of $50,000,000, (iii) an acquisition of assets, in a single transaction or series of related transactions, for consideration in excess of $50,000,000, (iv) the grant of a Lien securing obligations greater than $20,000,000 with respect to any Unencumbered Eligible Project, and (v) the grant of a Lien with respect to other assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of $50,000,000. In addition, simultaneously with delivery of any such notice, the Company shall deliver to the Administrative Agent a certificate of a Financial Officer certifying that the Company is in compliance with this Agreement and the other Loan Documents both on a historical basis and on a pro forma basis, exclusive of the property sold, transferred or encumbered and inclusive of the property to be acquired or the indebtedness to be incurred. To the extent such proposed transaction would result in a failure to comply with the financial covenants set forth herein, proceeds of such transaction (together with such additional amounts as may be required), in an amount, as determined by the Administrative Agent, equal to that which would be required to reduce the Obligations so that Company will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction, shall be paid by the Borrowers and applied to prepay the Obligations.
(c) The Company shall promptly notify the Administrative Agent upon obtaining knowledge of the bankruptcy or cessation of operations of any tenant to which greater than two percent (2%) of the Company's share of annual base rent is attributable. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), Lenders prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence filing or commencement of any Default action, suit or Event of Default, which notice shall specify proceeding by or before any arbitrator or Governmental Authority against or affecting the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party Borrower or any of its Subsidiaries obtains knowledge thereofAffiliates that, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(b) a Change of Control or potential Change of Control;
(c) a revocation, cancellation or relinquishment of any Material License held by the Borrower or any Restricted Subsidiary to operate satellite component facilities,
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any Default or default or notice Event of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentDefault;
(e) within ten the occurrence of any default under (10i) Business Days afterany Material Contract, receipt (ii) the 15% Notes Indenture, or (iii) the Exchangeable Notes Indenture, in each case, whether or not the applicable non-defaulting party, has exercised, or is permitted to exercise, any of its rights and remedies on account thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereofany material notices and other material communications from any shareholder of TerreStar Parent with respect to any of (i) the Transactions, notice (whether involuntary ii) the Spectrum Contribution Transactions, (iii) the Exchangeable Notes issued on or voluntaryabout the Effective Date, and (iv) of the bankruptcy, insolvency, reorganization of any Loan Party, additional 15% Notes issued on or about the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrenceEffective Date;
(g) promptly upon the receipt thereof, any written notice received material change in accounting policies or financial reporting practices by the Borrower or any Restricted Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jh) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each ; provided, that each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial an Officer or other executive officer of the Borrower setting forth (x) alerting the Lenders whether the details of the event or development requiring such notice include any material, non-public information relating to the Borrower or its business, (y) describing such details, and (z) setting forth any action taken or proposed to be taken with respect thereto. Upon receipt of such statement, any Lender may, in its sole discretion, disregard the details provided with such Officer’s statement and waive its rights to notice under this Section of such event or development.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent Agent, each Lender and the Issuing Bank prompt and, in any event, not later than three (for distribution 3) Business Days after a Responsible Officer becomes aware thereof (except with respect to each Lender), paragraph (iv) below which shall not be later than within 15 days after a Responsible Officer or an ERISA Affiliate becomes aware thereof) written notice of the following promptly after obtaining knowledge thereoffollowing:
(ai) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(bA) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer except as involves claims in the ordinary course of the Borrower of (i) Insurance Subsidiaries’ business, the filing or commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting any Loan Party the Borrower or any Subsidiary of any Loan Party or its respective property Subsidiaries (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property1) (A) in which the amount of damages could reasonably be expected to exceed involve its payment of $5,000,00010,000,000 or more (net of reinsurance or insurance coverage issued by unrelated third parties), or (B2) which is which, under normal operating standards, could reasonably likely be expected to result in a Material Adverse Effectreserve being established in excess of $10,000,000 (net of reinsurance or insurance coverage issued by unrelated third parties), a written notice describing such litigation; and (B) 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 (C1) which purports could reasonably be expected to affect the legality, validity involve its payment of $30,000,000 or enforceability of any Loan Document more or (ii2) which, under normal operating standards, could reasonably be expected to result in a reserve being established in excess of $30,000,000, a written notice describing such litigation;
(iii) the occurrence of any material adverse event or any other development by which the Borrower or any of its Subsidiaries (A) 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, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any litigationEnvironmental Liability, action, proceeding or labor controversy described in Schedule 3.06, and(D) becomes aware of any basis for any Environmental Liability, in each case together with a statement of an authorized officer of which, either individually or in the Borroweraggregate, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(div) within five (5A) Business Days after any Loan Party obtains knowledge ERISA Event has occurred, a certificate of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized chief financial officer of the Borrower setting forth details of describing such material breach or default or notice of termination ERISA Event and the actions taken or action, if any, proposed to be taken with respect thereto and, if applicable, to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such amendmentERISA 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, (B) 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, (C) that there has been any Withdrawal Liability, (D) that there has been any 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 (E) that there has been any 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;
(ev) within ten (10A) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization occurrence of any Loan Partydefault or event of default, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA of its Subsidiaries of any written notice of an alleged default or other comparable Governmental Authority (including event of default, with respect to any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration Material Indebtedness of the Borrower or any Subsidiaryof its Subsidiaries and (B) copies of all notices, (ii) changing the market classification reports, financial statements or labeling other communications given to any holder of the products Indebtedness under the 2006 Documents, any agent for the holders of the Borrower or Indebtedness under the 2006 Documents, any Subsidiary under any such Registration, (iii) considering any holder of the foregoingIndebtedness under the 2019-1 Note Documents, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving agent for the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers holders of the Borrower Indebtedness under the 2019-1 Note Documents and not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to this Agreement; LEGAL02/42400466v16
(vi) the occurrence of any Subsidiary downgrade in the financial strength rating by A.M. Best of an Insurance Subsidiary;
(vii) prompt notice of any termination, expiration or other downstream purchasers or recipients; provided loss of any Material Agreement that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year;
(yviii) any change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, promptly upon a Responsible Officer’s (A) becoming aware of such change and (B) reaching the belief that such change could reasonably be expected to have a Material Adverse Effect;
(h) promptly upon the receipt thereof, (iix) any FDA Section 305 notice change in the published financial strength rating by A.M. Best of hearing before report of criminal violation any Person to which any Insurance Subsidiary has ceded risk (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not secured by such Person’s delivery to such Insurance Subsidiary of a letter of credit or a pledge of cash collateral) in compliance with any applicable law, (iv) any written notice asserting that a product excess of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject $5,000,000 pursuant to a suspension of manufacturing by any Governmental Authority, Reinsurance Agreement if such change causes such published rating to be “B++” or lower;
(vx) any written notice of the commencementactual suspension, termination or the threatened commencement, revocation of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure license of any product Insurance Subsidiary or other Subsidiary by any Insurance Regulatory Authority, including any request by an Insurance Regulatory Authority which commits an Insurance Subsidiary or other Subsidiary to take or refrain from taking any action or which otherwise affects the authority of any of the Borrower such Insurance Subsidiary or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected other Subsidiary to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effectconduct its business;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jxi) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect; and
(xii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in part (c) or (d) of such certification.
(b) The Borrower will furnish to the Administrative Agent, each Lender and the Issuing Bank, (i) promptly and in any event at least 30 days prior thereto, notice of any change (A) in any Loan Party’s legal name, (B) in any Loan Party’s identity or legal structure, (C) in any Loan Party’s federal taxpayer identification number or organizational number or (D) in any Loan Party’s jurisdiction of organization; and (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. Each notice or other document delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible 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 (Skyward Specialty Insurance Group, Inc.)
Notices of Material Events. The Borrower (i) ▇▇▇▇▇▇▇ Holdings will furnish to the Administrative Agent (for distribution to each Lender)Owner Trustee, the Owner Lessor, the Owner Participant, the Midwest LC Issuer, the RCE LC Issuer and the Holder Representative prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) as soon as possible and in any event within five Business Days after any Authorized Officer of ▇▇▇▇▇▇▇ Holdings obtains knowledge of the occurrence of (i) any Lease Event of Default and (ii) any default under any other material agreement to which ▇▇▇▇▇▇▇ Holdings is a party or any termination thereof, in each case, together with a statement of an Authorized Officer of ▇▇▇▇▇▇▇ Holdings setting forth details of such Lease Event of Default, which notice shall specify default or termination and the nature thereof, the period of existence thereof action ▇▇▇▇▇▇▇ Holdings has taken and what action the applicable Loan Parties propose proposes to take with respect thereto;
(b) as soon as possible and in any event within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to to, any litigation, action, proceeding proceeding, Environmental Claim or labor controversy of the type described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoSECTION 3.3(g);
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization institution of any Loan Partysteps by ▇▇▇▇▇▇▇ Holdings to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the appointment failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of any trustee in connection with ERISA or anticipation Section 412 of any such occurrencethe Code, or the taking of any step by any Person action with respect to a Pension Plan which could result in furtherance the requirement that ▇▇▇▇▇▇▇ Holdings furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by ▇▇▇▇▇▇▇ Holdings or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of ▇▇▇▇▇▇▇ Holdings with respect to any post-retirement Welfare Plan benefit, the occurrence or expected occurrence of any Reportable Event or the termination, Reorganization or Insolvency of any Multiemployer Plan or the complete or partial withdrawal by ▇▇▇▇▇▇▇ Holdings or any member of the Controlled Group from a Multiemployer Plan, notice thereof and copies of all documentation relating thereto;
(d) as soon as possible and in any event within five Business Days after any Authorized Officer of ▇▇▇▇▇▇▇ Holdings obtains knowledge of the occurrence thereof, notice of any casualty, damage or loss to properties owned by ▇▇▇▇▇▇▇ Holdings which are necessary or useful in the proper conduct of its business, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more;
(e) as soon as possible and in any event within five Business Days after any Authorized Officer of ▇▇▇▇▇▇▇ Holdings obtains knowledge of the occurrence thereof, notice that any Governmental Authority may revoke, or refuse to grant or renew, or materially modify, any material Governmental Approval described in SECTION 3.3(d);
(f) concurrently with the payment of Contingent Prepaid Rent, notice of such action or occurrenceprepayment and the amounts thereof;
(g) promptly upon following any request therefor, such other information regarding the receipt thereofoperations, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration business affairs and financial condition of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing▇▇▇▇▇▇▇ Holdings, or (iv) considering compliance with the terms of this Agreement or implementing any the other such regulatory action either directly or indirectly involving Operative Documents, as the Borrower or any Subsidiary or their productsOwner Trustee, except where the regulatory action is focused on Owner Lessor, the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of Owner Participant and the Borrower or any Subsidiary or other downstream purchasers or recipientsHolder Representative may reasonably request; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;and
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of any notice, report, request, demand, certificate, financial statement or other instrument (but without duplication of deliveries required under SECTION 9.1(i)) to the financial information Owner Lessor pursuant to Section 5.01(a)the Facility Lease, (b) or (c), information regarding any material amendment ▇▇▇▇▇▇▇ Holdings shall furnish a copy of the same to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse EffectHolder Representative with sufficient copies for each Holder. Each notice delivered under this Section 5.02 SECTION 9.4(i) shall be accompanied by a statement of a Financial an Authorized Officer or other executive officer of the Borrower ▇▇▇▇▇▇▇ Holdings setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower Borrowers will, and will cause each other Loan Party to furnish to the Administrative Agent Agent, the Issuing Banks, the Acceptance Lenders, the Collateral Agent, and each Lender prompt written (for distribution to each Lender), written except as provided in clause (e) below) notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify specifying the nature thereof, the period of existence and extent thereof and what the action the applicable Loan Parties propose (if any) which is proposed to take be taken with respect thereto;;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages that, if adversely determined, could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect;
(e) telephonic notice of any change of the chief executive officer or chief financial officer of the Lead Borrower;
(f) any pending or threatened (in writing) strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Loan Party which could reasonably be expected to have, or has resulted in, a Material Adverse Effect;
(g) the filing of any Lien for unpaid taxes in excess of $5,000,000 against any Loan Party;
(h) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding;
(i) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and
(j) any material adverse change in the business, operations, or financial affairs of the Loan Parties taken as a whole. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Caleres Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), Agents prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could Affiliate thereof that, if adversely determined, would reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party underother development that results in, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note)would reasonably be expected to result in, a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentMaterial Adverse Effect;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any change in any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsParty’s senior executive officers;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of discharge by any Loan Party, Party of its present independent accountants or the appointment of any trustee in connection with withdrawal or anticipation of any resignation by such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrenceindependent accountants;
(g) promptly upon the receipt thereof, any written notice received failure by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering Loan Party to pay rent at any of such Loan Party’s locations, which failure continues for more than ten (10) days following the foregoing, or (iv) considering or implementing any other day on which such regulatory action either directly or indirectly involving rent first came due if the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution result of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not failure would be reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) collective bargaining agreement or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that labor contract to which a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to Loan Party becomes a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencementparty, or the threatened commencement, application for the certification of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effectcollective bargaining agent;
(i) concurrently with the delivery any casualty or other insured damage to any material portion of the financial information pursuant to Section 5.01(a), (b) Collateral or (c), information regarding any material amendment to the organizational documents commencement of any Loan Party action or changes proceeding for the taking of any interest in accounting or financial reporting practices, fiscal years or fiscal quarters a material portion of the Loan Parties, a certificate, certifying to the extent Collateral under power of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewitheminent domain or by condemnation or similar proceeding; and
(j) the filing of any other development that results in, or is reasonably likely, individually or in the aggregate, to result in, a Material Adverse EffectLien for due and unpaid Taxes against any Loan Party. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower Loan Parties will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of that (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary seeks damages in excess of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (Bii) which seeks injunctive relief, (iii) is reasonably likely to result in a Material Adverse Effectasserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or (C) which purports to affect the legalityseeks remedies in connection with, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, Environmental Laws and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after expenditures by any Loan Party obtains knowledge of the occurrence of a material breach $5,000,000 or default or notice of termination by more, (vi) contests any party undertax, fee, assessment, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation governmental charge in excess of $5,000,000, individually or (vii) involves any product recall;
(c) any Lien (other than Liens permitted hereby) or claim made or asserted against any of the Collateral;
(d) any loss, damage, or destruction to the Collateral in the aggregateamount of $5,000,000 or more, whether or not covered by insurance;
(ye) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof);
(f) all material amendments to and terminations of all Material Agreements, together with a Material Adverse Effectcopy of each such amendment;
(g) the fact that a Loan Party 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);
(h) promptly upon the receipt thereofoccurrence of any ERISA Event that, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) alone or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance together with any applicable lawother ERISA Events that have occurred, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) liability of the Borrowers and their Subsidiaries in an obligation in excess of aggregate amount exceeding $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(ji) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Aventine Renewable Energy Holdings Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereof:
(a) the occurrence of promptly, but in any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) event within five (5) Business Days after an authorized officer a Responsible Officer of any Loan Party the Borrower or any of its Subsidiaries obtains first learns of or acquires knowledge thereof, notice from an authorized officer of the existence of any of the below circumstances or events (prepared in reasonable detail):
(a) the occurrence or existence of any Event of Default;
(b) the occurrence of any event or series of related events with respect to the property or assets of the Borrower of (i) the commencement of, or any material development in, of its Subsidiaries resulting in a Loss aggregating $2,500,000 or more;
(c) any litigationClaim, action, proceeding suit, notice of violation, hearing, investigation or labor controversy other Borrower pending, or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and to the Borrower’s knowledge, threatened in writing against or affecting the Borrower or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties or any Product or inventory, in each case, involving more than $2,500,000;
(d) the assertion of any Claim under any Environmental Law by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries’ intellectual property) (A) Subsidiaries and any alleged liability or non-compliance with any Environmental Laws or any permits, licenses or authorizations issued pursuant to Environmental Laws, in each case, which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or Environmental Liability;
(Ci) which purports to affect the legality, validity or enforceability intention of any Loan Document Obligor or ERISA Affiliate to file any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) the occurrence filing by any Obligor or ERISA Affiliate of any material adverse development a request for a minimum funding waiver under Section 412 of the Code with respect to any litigation, action, proceeding Title IV Plan or labor controversy described in Schedule 3.06, andMultiemployer Plan, in each case together with in writing and in reasonable detail (including a statement description of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose any action that any Obligor or ERISA Affiliate proposes to take with respect thereto, and, to together with a copy of any notice filed with the extent PBGC or the Collateral Agent requests, copies of all documentation related IRS pertaining thereto);
(ci) The termination of any Material Agreement other than in accordance with its terms, including as a result of a breach or default or (ii) the occurrence entering into of any ERISA Event new Material Agreement by an Obligor (and a copy thereof). In the event that the Borrower or any of its Subsidiaries enters into any new Material Agreement, the Borrower shall update Schedule 7.14 to reflect such new Material Agreement and shall deliver the updated Schedule 7.14 (along with a copy of such Material Agreement) to the Administrative Agent within thirty (30) days after the end of the fiscal quarter during which could such new Material Agreement is executed;
(g) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor;
(h) written Claim received by the Borrower or any of its Subsidiaries of actual or alleged violation, infringement or misappropriation of any Intellectual Property by or against the Borrower or any of its Subsidiaries that would, if proven true, reasonably be expected to result in a Material Adverse Effect;
(di) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment Contract entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details or any of such its Subsidiaries in connection with any material breach Claim of actual or default alleged infringement, misappropriation or notice violation of termination and any Intellectual Property by or against the actions taken Borrower or to be taken with respect thereto and, if applicable, a copy any of such amendmentits Subsidiaries;
(ej) within ten the creation, development or other acquisition (10) Business Days after, receipt thereof, copies of all “management letters” submitted to including any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntaryin-bound exclusive licenses) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received Intellectual Property by the Borrower or any Subsidiary after the Closing Date that is issued or registered, or becomes issued or registered or the FDA subject of an application for registration or other comparable issuance with any Governmental Authority Authority; provided that, with respect to any such Intellectual Property created, developed or acquired (including through any Public Health Regulatory Agencyin-bound exclusive license) is in any fiscal quarter, notice thereof pursuant to this Section 8.02(n) shall be made in accordance with the timing of the financial statements for such fiscal quarter required pursuant to Section 8.01(b);
(ik) limitingany change to any Obligor’s or any of its Subsidiaries’ ownership of any Controlled Account, suspending or revoking any Registration by delivering the Administrative Agent a notice setting forth a complete and correct list of all such accounts as of the date of such change;
(l) the acquisition by the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided thatits Subsidiaries, in each case a single or series of the foregoing clauses (i) through (iv)related transactions, where such action is not reasonably likely to result of any fee interest in (x) an obligation any real property having a fair market value in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect2,500,000;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(im) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment thereof to the organizational documents Buyer, copies of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of all notices and other reports required to be delivered by the Loan Parties, a certificate, certifying Borrower to the extent of any change from a prior certification, from an authorized officer of Buyer under the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithRevenue Interest Purchase Agreement; and
(jn) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse EffectEffect or a Material Regulatory Event. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document; provided that any documents or notices required to be furnished pursuant to this Section 8.02 shall be deemed furnished on the date that such documents are publicly available on “▇▇▇▇▇”.
Appears in 1 contract
Notices of Material Events. The Unless previously disclosed in the public reports of the Borrower filed or furnished with the SEC prior to the Effective Date, the Borrower will furnish to the Administrative Agent (for distribution Agent, which shall furnish to each Issuing Bank and each Lender), prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of its Subsidiaries obtains knowledge thereof, notice from an authorized a Responsible Officer or another executive officer of the Borrower, affecting the Borrower of (i) the commencement of, or any material development inAffiliate thereof that, any litigationif adversely determined, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, Effect or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of that relates in any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoDocument;
(c) the occurrence of any ERISA Event which or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event will occur that, in either case, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jd) any other development that results inhas resulted, or is could reasonably likelybe expected to result, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be furnished pursuant to this Section 5.02 shall be deemed to have been furnished if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on the Platform or shall be available on the website of the Borrower at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇; provided that the Borrower shall give notice of the making of any such documentation available on the website of the Borrower or on the website of the SEC to the Administrative Agent (who shall then give notice thereof to the Lenders).
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to Notify the Administrative Agent (for distribution to and each Lender), Lender by written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) Promptly and in any event within five days after a Responsible Officer obtains knowledge thereof, notify the Administrative Agent of the occurrence of (i) any Default or Event of Default(ii) any event or occurrence that, either individually or in the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Effect, in each case, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose Borrower or any subsidiary has taken and/or proposes to take with respect thereto;.
(bi) within five (5) Business Days Promptly after an authorized officer of any Loan Party or any of its Subsidiaries a Responsible Officer obtains knowledge thereof, notice from an authorized officer notify the Administrative Agent of each of the Borrower of following events or circumstances, and (iii) as soon as available, provide to the Administrative Agent, for prompt further distribution to each Lender, the following information and documents:
(1) the filing or commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Responsible Officer of the Borrower or any Subsidiary, affecting any Loan Party the Borrower or any Subsidiary or the receipt of any Loan Party or its respective property (including in respect a notice of an Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, andLiability, in each case together with a statement of an authorized officer of that, if adversely determined, either individually or in the Borroweraggregate, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect.
(2) (A) the occurrence of any ERISA Event, together with the action, if any, that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto, (B) the requirement to deliver any records, documents or other information to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, (C) receipt of notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan, (D) the filing of a Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan with the Internal Revenue Service, and (E) receipt of a notice from the sponsor of a Multiemployer Plan concerning (x) the imposition of Withdrawal Liability by any such Multiemployer Plan, (y) the reorganization or termination, or a determination that such Multiemployer Plan is in endangered or critical status, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (z) the amount of liability incurred, or that may be incurred, by such Loan Party, such Material Subsidiary or such ERISA Affiliate in connection with any event described in clause (x) or (y);
(d3) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination any event requiring action by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details or any of such material breach or default or notice of termination its Subsidiaries under Section 5.12 in relation to the Collateral and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentGuarantee Requirement;
(e4) within ten (10) Business Days after, receipt thereof, copies of (A) all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereofnotices, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice requests and other documents received by the Borrower or any Subsidiary that the FDA of its Subsidiaries under or other comparable Governmental Authority (including pursuant to any Public Health Regulatory Agency) is (i) limiting, suspending Material Indebtedness regarding or revoking related to any Registration of breach thereof or default thereunder by the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower its Subsidiaries or any Subsidiary under any such Registrationother event that could, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, whether individually or in the aggregate, or (y) reasonably be expected to have a Material Adverse Effect, and (B) any written amendment, modification or waiver of any provision of any Material Indebtedness;
(h5) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) a tax event or other written notice regarding the planned or actual institution of criminal proceedings against liability not previously disclosed in writing by the Borrower to the Administrative Agent that, either individually or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawalaggregate, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000a material liability, individually or in together with any other information as may be reasonably requested by the aggregate, or (y) a Material Adverse EffectAdministrative Agent to enable the Administrative Agent to evaluate such matters;
(i6) concurrently with the delivery any occurrence of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes a Change in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithControl; and
(j7) upon the discovery of any inaccuracy, miscalculation or misstatement contained in any Compliance Certificate or other certificate provided for any period that affects any financial or other calculations, representations or warranties or other statements impacting any provision of this Agreement and any other development that results inLoan Document in any material respect, notice of such inaccuracy, miscalculation or is reasonably likelymisstatement together with an updated certificate including the corrected information, individually calculation or in the aggregatestatement, to result in, a Material Adverse Effectas applicable. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Lmi Aerospace Inc)
Notices of Material Events. The Borrower will shall furnish to the Administrative Agent (for distribution to each Lender), Lender and each Issuing Bank written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) promptly, and in any event within five (5) Business Days after any Responsible Officer of the Borrower or any other Loan Party obtains knowledge thereof, the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) promptly, and in any event within five (5) Business Days after an authorized officer any Responsible Officer of the Borrower or any other Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer the filing or commencement of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000thereof that, (B) which is reasonably likely to result in a Material Adverse Effectif adversely determined, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could would reasonably be expected to result in a Material Adverse Effect;
(c) promptly upon a Responsible Officer of the Borrower or any other Loan Party obtaining knowledge thereof, the occurrence of any ERISA Event (or the maintenance, commencement or, to the knowledge of the Borrower, threat in writing of any claim, action, suit, audit or investigation with respect to any Plan other than routine claims for benefits) that, alone or together with any other ERISA Events that have occurred (and 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), would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the greater of (x) $5,000,000 and (y) 10% of Consolidated EBITDA (calculated on a pro forma basis);
(d) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of any Loan Party or any Restricted 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 five (5) Business Days after receipt thereof by any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt Restricted Subsidiary thereof, copies of all “management letters” submitted to each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountantsor any Restricted Subsidiary thereof;
(f) immediately promptly upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization any Responsible Officer of any Loan PartyParty obtaining knowledge thereof, or the appointment of any trustee material change in connection with accounting policies or anticipation of financial reporting practices by such Loan Party or any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrenceSubsidiary thereof;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents Responsible Officer of any Loan Party or changes in accounting or financial reporting practicesobtaining knowledge thereof, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is would reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect, including, in respect of (i) any breach or non-performance of, or any default under, a Contractual Obligation of such Loan Party or any Restricted Subsidiary thereof, (ii) any dispute, litigation, investigation, proceeding or suspension between such Loan Party or any Restricted Subsidiary thereof and any Governmental Authority, and (iii) the commencement of, or any material development in, any litigation or proceeding affecting such Loan Party or any Restricted Subsidiary thereof, including pursuant to any applicable Environmental Laws; and
(h) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that (i) seeks damages in excess of $250,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $250,000, or (vii) involves any product recall;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;
(d) any loss, damage, or destruction to the Collateral in the amount of $250,000 or more, whether or not covered by insurance;
(e) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof);
(f) (i) each Material Agreement entered into after the Effective Date, together with a copy of each such Material Agreement, and (ii) each amendment to the agreements on Schedule 3.12 or any other Material Agreement entered into after the Effective Date, together with a copy of each such amendment;
(g) the fact that a Loan Party 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 five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoDays);
(ch) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liability of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to its Subsidiaries in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of aggregate amount exceeding $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith250,000; and
(ji) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the filing or commencement of any Loan action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any of its Subsidiaries obtains knowledge thereofAffiliate thereof that, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(c) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect;
(dc) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach any ERISA Event that, alone or default or notice of termination by together with any party underother ERISA Events that have occurred, or material amendment entered into by any party to, any document or agreement could reasonably be expected to result in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liability of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentRestricted Subsidiaries in an aggregate amount exceeding $5,000,000;
(ed) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted any written notice or written claim to the effect that any Credit Party is or may be liable to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) Person as a result of the bankruptcy, insolvency, reorganization of release by any Loan Credit Party, or the appointment any other Person of any trustee in connection with or anticipation of any such occurrenceHazardous Materials into the environment, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not which could reasonably likely be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (iie) any written notice from alleging any Governmental Authority proposing or threatening that violation of any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing Environmental Law by any Governmental AuthorityCredit Party, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action which could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(f) the occurrence of any material breach or default under, or repudiation or termination of, any Material Sales Contract that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(g) the receipt by the Borrower or any Restricted Subsidiary of any management letter or comparable analysis prepared by the auditors for the Borrower or any such Restricted Subsidiary;
(h) promptly, and in any event within two (2) Business Days after receiving notice thereof or a Responsible Officer becoming aware of, the occurrence of any material breach or default under, or repudiation or termination of, or notice of any material dispute or claim arising under or in connection with the BG JV Documents, the ▇▇▇▇▇▇▇▇▇ ▇▇ Documents or the KKR Participation Agreement by any party thereto, including any Default Notice under and as defined in Section 5.1 of the BG Joint Development Agreement and Section 5.1 of the Marcellus Joint Development Agreement;
(i) concurrently with promptly, and in any event within two (2) Business Days after receiving notice thereof or a Responsible Officer becoming aware of, the delivery occurrence of any default or event of default under the financial information pursuant to Section 5.01(a)First Lien Documents, (b) the indenture or (c), information regarding any material amendment similar documents related to the organizational documents of Existing Unsecured Notes or under any Loan Party Parity Lien Documents, Priority Lien Documents or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithJunior Lien Documents; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt (for distribution to each Lender), but in any event within any time period that may be specified below) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) within five receipt of any notice of any investigation by a Governmental Authority or any Proceeding commenced or threatened against any Loan Party or any Subsidiary that (5i) Business Days after an authorized officer seeks damages in excess of $1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including $1,000,000 in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000any tax, (B) which is reasonably likely to result in a Material Adverse Effectfee, assessment, or other governmental charge, or (Cvii) which purports to affect the legality, validity or enforceability of involves any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoproduct recall;
(c) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary;
(d) the occurrence of any ERISA Event which could that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;
(d) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer liability of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendmentits Subsidiaries in an aggregate amount exceeding $5,000,000;
(e) within ten (10) Business Days after, receipt after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by agreements evidencing such accountantsSwap Agreement or amendment;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(j) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect; and
(g) 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 such certification. Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of NerdWallet, Inc. Credit Agreement dated September [__], 2023” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Nerdwallet, Inc.)
Notices of Material Events. The Borrower Each of the Obligors will furnish to the Administrative Agent and each Lender prompt (for distribution to each Lender), but in any event within any time period that may be specified below) written notice of the following promptly after obtaining knowledge thereoffollowing:
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Obligor that (i) seeks damages in excess of $7,500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Obligor, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $7,500,000, or (vii) involves any product recall;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;
(d) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance;
(e) within five (5) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located;
(f) all material amendments to Material Indebtedness, together with a copy of each such amendment;
(g) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge the occurrence thereof, notice from any Obligor entering into a Swap Agreement or an authorized officer of the Borrower of (i) the commencement ofamendment thereto, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related theretoagreements evidencing such Swap Agreement or amendment;
(ch) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of any Borrower and any of their subsidiaries in an aggregate amount exceeding $7,500,000;
(i) any other development that results, or could reasonably be expected to result, in a Material Adverse Effect;
(dj) within five (5) Business Days promptly after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt furnishing thereof, copies of all “management letters” submitted any statement or report furnished to any lender or holder of debt securities of any Obligor or any of the Subsidiaries pursuant to the Term Loan Party by Credit Agreement or any other indenture, loan or credit or similar agreement and not otherwise required to be furnished to the independent public accountants referred Lenders pursuant to in Section 5.01 in connection with each audit made by such accountantsor any other clause of this Section 5.02;
(fk) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of any change in the bankruptcy, insolvency, reorganization of any Loan Party, or information provided in the appointment of any trustee in connection with or anticipation of any Beneficial Ownership Certification delivered to such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary Lender that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to would result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment change to the organizational documents list of any Loan Party or changes beneficial owners identified in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior such certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(jl) any other development that results innot less than fifteen (15) Business Days before the Qualified IPO, or the date the Qualified IPO is reasonably likelyinitially scheduled to occur (such scheduled date, individually or in the aggregate, to result in, a Material Adverse Effect“Qualified IPO Date”). Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice 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 (for distribution to and each Lender), Lender prompt written notice of the following promptly after obtaining knowledge thereoffollowing:
(ai) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose to take with respect thereto;
(bii) within five (5) Business Days after an authorized officer the filing or commencement of any Loan Party action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any of its Subsidiaries obtains knowledge thereofAffiliate thereof that, notice from an authorized officer of the Borrower of (i) the commencement ofif adversely determined, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely result to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto;
(ciii) the occurrence of any ERISA Event which that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;liability of the Company and its Subsidiaries in an aggregate amount exceeding $250,000; and
(div) within five (5) Business Days after the receipt of any Loan Party obtains knowledge of notice or the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary event that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery Environmental Liability of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes Company and its Subsidiaries in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithaggregate amount exceeding $1,000,000; and
(jv) any other development that results in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect.
(b) The Company shall deliver to the Administrative Agent and the Lenders written notice of each of the following events affecting the Company or its Subsidiaries not less than five (5) Business Days prior to the occurrence thereof: (i) a sale, transfer or other disposition of any Unencumbered Eligible Project, (ii) a sale, transfer or other disposition of other assets, in a single transaction or series of related transactions, for consideration in excess of $50,000,000, (iii) an acquisition of assets, in a single transaction or series of related transactions, for consideration in excess of $50,000,000, (iv) the grant of a Lien securing obligations greater than $20,000,000 with respect to any Unencumbered Eligible Project, and (v) the grant of a Lien with respect to other assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of $50,000,000. In addition, simultaneously with delivery of any such notice, the Company shall deliver to the Administrative Agent a certificate of a Financial Officer certifying that the Company is in compliance with this Agreement and the other Loan Documents both on a historical basis and on a pro forma basis, exclusive of the property sold, transferred or encumbered and inclusive of the property to be acquired or the indebtedness to be incurred. To the extent such proposed transaction would result in a failure to comply with the financial covenants set forth herein, proceeds of such transaction (together with such additional amounts as may be required), in an amount, as determined by the Administrative Agent, equal to that which would be required to reduce the Obligations so that Company will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction, shall be paid by the Borrowers and applied to prepay the Obligations.
(c) The Company shall promptly notify the Administrative Agent and the Lenders upon obtaining knowledge of the bankruptcy or cessation of operations of any tenant to which greater than two percent (2%) of the Company's share of annual base rent is attributable. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
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Notices of Material Events. The Borrower will shall furnish to the Administrative Agent (for distribution to each Lender), written notice of each of the following promptly within the time period specified below (or, if no such time period is specified, on or within (i) with respect to clauses (a) and (g) below, five (5) days, and (ii) with respect to each other clause below, ten (10) days, in each case, after obtaining any Responsible Officer of the Borrower first learns of or acquires knowledge thereof:with respect to any of the below events or circumstances):
(a) the occurrence of any Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the applicable Loan Parties propose Borrower proposes to take with respect thereto;
(b) within five (5) Business Days after an authorized officer the occurrence of any Loan Party event with respect to any property or assets of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result resulting in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case together with a statement of an authorized officer of the BorrowerLoss, which notice shall specify include whether such Loss is covered by insurance or if the nature thereofinsurance carrier has disclaimed coverage of such Loss, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies in an aggregate amount of all documentation related thereto$500,000 or more;
(c) any Claim or other Proceeding pending, or to the occurrence Borrower’s knowledge, threatened (in writing) against or affecting the Borrower or any of any ERISA Event which its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, whether made by a Governmental Authority or other Person that, if adversely determined could reasonably be expected to result in a Material Adverse Effect;
(d) within five (5i) Business Days after on or prior to the date of any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly upon becoming aware that any of the following has occurred, the Borrower will provide written notice to the Trustee specifying the nature of such event, what action the Loan Party obtains knowledge of the occurrence of a material breach or default any ERISA Affiliates has taken, is taking or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or proposes to be taken take with respect thereto and, when known, if applicable, a copy of such amendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party action taken or threatened by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants;
(f) immediately upon becoming aware thereofInternal Revenue Service, notice (whether involuntary or voluntary) the Department of the bankruptcy, insolvency, reorganization of any Loan Party, Labor or the appointment of PBGC with respect thereto: (a) any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary ERISA Event that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoingwould reasonably be expected to have a Material Adverse Effect, or (ivb) considering with respect to any Employee Benefit Plan, a “prohibited transaction” as defined under Section 406 of ERISA or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers Section 4975 of the Borrower Code that is not exempt under ERISA Section 408 or any Subsidiary or other downstream purchasers or recipients; provided that, in each case Section 4975 of the foregoing clauses (i) through (iv)Code, where such action is not under any applicable regulations and published interpretations thereunder or under any applicable prohibited transaction, individual or class exemption issued by the Department of Labor, and that would reasonably likely be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) have a Material Adverse Effect;
(he) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other written notice regarding the planned material labor disruption against or actual institution of criminal proceedings against involving the Borrower or any Subsidiaryof its Subsidiaries, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action which could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(if) concurrently with the delivery occurrence of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents existence of any Loan Party other matter or changes development that has had or would reasonably be expected to result in accounting or financial reporting practices, fiscal years or fiscal quarters of a liability exceeding $500,000 (excluding any liabilities contemplated by the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewithApproved Budget); and
(jg) the occurrence or existence of any other development event, circumstance, act or omission that results has resulted in, or is could reasonably likely, individually or in the aggregate, be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 6.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the summary details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Nothing in this Section 6.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. Documents required to be delivered pursuant to this Section 6.02 (to the extent any such documents are included in materials otherwise filed with the Commission) 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 any website address of the Borrower, or (ii) on which such documents are posted on the Borrower’s behalf on “▇▇▇▇▇” or any other Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent). The Agent shall have no obligation to request the delivery of or to maintain paper 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 by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Notwithstanding anything to the contrary in this Agreement (including this Section 6.02) or in any other Loan Document, any written reporting, notice, document or other information provided by or on behalf of the Loan Parties to or for the benefit of any Braidwell shall be provided through its Specified Lender Advisors.
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