Notices to the Agent Clause Samples
The "Notices to the Agent" clause establishes the requirement that any formal communications, notifications, or legal notices related to the agreement must be directed to the designated agent rather than directly to the parties themselves. Typically, this clause specifies the agent's contact details and outlines the acceptable methods for delivering notices, such as by mail, email, or courier. By centralizing the receipt of important communications through an agent, the clause ensures that all parties receive timely and documented notice, reducing the risk of missed or disputed communications.
Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times:
(a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default.
(b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any claim, action, suit, or proceeding, by any Person, or any investigation by a Governmental Authority, in each case affecting Holdings or any of its Restricted Subsidiaries and which would reasonably be expected to have a Material Adverse Effect.
(c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any Law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting Holdings or any of its Restricted Subsidiaries, which, in any case, would reasonably be expected to have a Material Adverse Effect.
(d) Any change in Holdings’ or any Obligor’s state of incorporation or organization, name as it appears in the state of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case no later than ten (10) Business Days (or such longer period to which the Required Lenders may agree in their discretion) after the occurrence of any such change.
(e) Promptly, and in any event within fifteen (15) Business Days, after a Responsible Officer of Holdings, the Borrower or any ERISA Affiliate knows that an ERISA Event has occurred or is reasonably expected to occur, that, alone or with another ERISA Event that has occurred or is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and any action taken (or threatened in writing) by the IRS, the DOL, the PBGC or the Multi-employer Plan sponsor with respect thereto; provided, however, in the event of a Reportable Event, the Borrower shall notify the Agent by the later of fifteen (15) Business Days and the date on which notification is required to be provided to the PBGC pursuant to Section 4043(a) of ERISA.
(f) Upon reasonable request, with respect to any Multi-employer Plan, (A) any documents described in Section 101(k) of ERISA that Holdings, the Borrower or any ERISA Affiliate may request and (B) any notices described in Section 101(l) of ERISA that Holdings, the Borrower or any ERISA Affiliate may ...
Notices to the Agent. Each Transaction Party must notify the Agent as soon as it becomes aware of:
(a) any Default occurring;
(b) any material breach of, or material default under, any Document to which it is a party;
(c) any material breach of any applicable license or law that may potentially affect the validity or good standing of a Project or the Project Assets, or the Borrower’s or CRL’s legal and beneficial title to their respective Project Assets, or the value of the Secured Property;
(d) any event or circumstance which entitles a person to cancel, terminate or suspend any Mineral Rights, Environmental Approvals, Authorizations or a Project Document;
(e) any revised estimate of measured reserves and resources in respect of a Project;
(f) a material change in key personnel, mining or metallurgical method in respect of a Project;
(g) any proposed changes to a Project Document;
(h) any material adverse change in the position or prospects of a Project or a Transaction Party;
(i) any representation, warranty, action or statement made, or taken to be made, by it is or becomes false, misleading or incorrect;
(j) any intention by it to exercise any right, power or remedy under any Document to which it is a party as a consequence of any default under it;
(k) any breach of an Authorization;
(l) any breach of, or claim being made against a Transaction Party under, any Environmental Laws or Environmental Approvals;
(m) any material notices given or received by a Transaction Party under any Project Document;
(n) any litigation, arbitration, administration or other proceeding in respect of it or any of its assets being commenced or threatened which:
(1) is in excess of US$500,000 (or the equivalent amount in another currency); or
(2) if adversely determined would have or be likely to have a Material Adverse Effect;
(o) a demand under a Surety Obligation given by that Transaction Party;
(p) any Encumbrance that exists over any of its assets other than a Permitted Encumbrance or an Encumbrance disclosed to the Agent in the ▇▇▇▇▇▇▇ Title Reports;
(q) any dispute between a Transaction Party and a Government Agency or any proposal of any Government Agency to compulsorily acquire any of its assets;
(r) the acquisition by it of a Subsidiary;
(s) the acquisition by it or any of its Subsidiaries of any interest in real property;
(t) any replacement of a member of, or the addition of a member to, the senior operating and corporate management team which manages the operations of a Project or the...
Notices to the Agent. The Borrower shall notify the Agent (for further distribution to the Lenders) in writing of the following matters at the following times:
Notices to the Agent. Each Transaction Party must notify the Agent as soon as it becomes aware of:
(a) any Default occurring;
(b) any material breach of, or material default under, any Document to which it is a party;
Notices to the Agent. Pursuant to Section 14.2 of the Credit Agreement, future notices to the Agent should be addressed to the Attention of Oliv▇▇ ▇. ▇▇▇▇▇, ▇▇I, First Vice President, Mil-8095, 611 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Detroit, Michigan 48226, telephone 313-▇▇▇-▇▇▇▇, ▇▇csimile 313-▇▇▇-▇▇▇▇, ▇▇th a copy to Will▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ck▇▇▇▇▇ ▇▇▇g▇▇ ▇▇▇C, 500 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇lephone 313-▇▇▇-▇▇▇▇, ▇▇csimile 313-▇▇▇-▇▇▇▇.
Notices to the Agent. In addition to any other notices required hereunder, the Borrower shall notify the Agent in writing of the following matters at the following times:
(a) Immediately after becoming aware of the existence of any Event or Event of Default.
(b) Immediately after becoming aware that (i) any Manager has terminated a Management Agreement or otherwise ceased acting as Manager, or (ii) any Leasing Manager has terminated a Leasing Services Agreement, or has otherwise ceased managing such portions of the Premises or (iii) the License Agreement has been terminated.
(c) Immediately after becoming aware of the (i) existence of any "Default" or "Event of Default" (each as defined in the Mezzanine Loan Agreement) under the Mezzanine Loan Agreement or any other Mezzanine Loan Document, (ii) amendment, modification, alteration or change of any term in the Mezzanine Loan Documents (and shall concurrently therewith provide the Agent with an executed copy of any such amendment, modification, alteration or change) (iii) exercise, cancellation, conversion, redemption, or repurchase of any of the Warrants (as defined in the Mezzanine Loan Agreement) issued to the Mezzanine Lender pursuant to the Mezzanine Loan Agreement or the issuance of any additional warrants to the Mezzanine Lender or (iii) any claims made or adverse occurrence pertaining to the indebtedness with respect to the Mezzanine Loan.
Notices to the Agent. Pursuant to Section 14.2 of the Credit Agreement, future notice to the Agent should be addressed to the attention of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, facsimile (312) 732-1775, with a copy to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PLLC, ▇▇▇ ▇▇▇▇▇▇▇▇, Suite 4000, Detroit, Michigan 48226, facsimile (▇▇▇) ▇▇▇-▇▇▇▇.
Notices to the Agent. Each Transaction Party must notify the Agent promptly upon becoming aware of:
(a) any Default occurring;
(b) any breach of, or default under, any Material Document to which it or Kestrel is expressed to be a party (whether by it or any other party to that Material Document) and full details of the non compliance and any steps taken by the Transaction Party, Kestrel or the other party to remedy it;
(c) any intention by it to or Kestrel exercise any right, power or remedy under any Material Document to which it is a party as a consequence of any default under it;
(d) any litigation, arbitration, administration or other proceeding in respect of it or any of its assets or Kestrel or any of its assets being commenced or threatened in respect of an amount which exceeds US$150,000 (or its equivalent in other currencies);
(e) any material adverse change in the financial or commercial circumstances or prospects of the Borrower, any entity within the Group or in the condition or operation of the Properties;
(f) any Encumbrance (other than a Permitted Encumbrance) that exists over any of its assets or any of the Properties;
(g) any proposal of any Government Agency to compulsorily acquire any of its assets or any of the Properties;
(h) any notice, order or material correspondence with or from a Government Agency relating to its business or assets or any of the Properties which has or is likely to have a Material Adverse Effect;
(i) the acquisition by it of a Subsidiary;
(j) the acquisition by it or any of its Subsidiaries of any interest in real property; and
(k) the incurrence, or anything reasonably likely to give rise to the incurrence, of any Environmental Liability in respect of it or any Property.
Notices to the Agent. All notices to the Agent in connection with the Credit Agreement or any other Loan Document shall be sent in accordance with the following information: W▇▇▇▇ Fargo Bank, National Association, acting through its W▇▇▇▇ Fargo Business Credit operating division MAC N2642-060 4▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Portfolio Manager Telecopier: 7▇▇-▇▇▇-▇▇▇▇ With a copy to: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. G▇▇▇▇▇▇▇▇ Traurig, LLP 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telecopier: 6▇▇-▇▇▇-▇▇▇▇
Notices to the Agent. The Borrower shall notify the Agent, in writing of the following matters at the following times:
(1) Immediately after becoming aware of any Default or Event of Default.
(2) Immediately after becoming aware that the holder of any capital stock of the Borrower or of any Debt of the Borrower has given notice or taken any action with respect to a claimed default by the Borrower.
(3) Immediately after becoming aware of any Material Adverse Effect.
(4) Immediately after becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the Borrower or any of its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect.
(5) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Governmental Authority affecting the Borrower which could reasonably be expected to have a Material Adverse Effect.
(6) Any change in the Borrower's name, state of incorporation, or form of organization, trade names or styles under which the Borrower will create or acquire Contracts, or to which instruments in payment of Contracts may be made payable, in each case at least thirty (30) days prior thereto.
(7) Within ten (10) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know, that an ERISA Event has occurred, and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto. Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and shall set forth the action that the Borrower or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.