Common use of Prompt Notice Clause in Contracts

Prompt Notice. Immediately (unless otherwise provided below) give written notice to the Administrative Agent of: (a) all litigation affecting the Borrower or any Subsidiary as a defendant and where the amount claimed in a single litigation action, not fully covered by insurance, is in excess of $25,000,000; (b) any draw of $10,000,000 or more under any Outside Letter of Credit; (c) any Default or Event of Default, which notice shall specify the nature and period of existence thereof and what action Borrower proposes to take with respect thereto; (d) as to any Plan (i) promptly and in no event more than 10 days after Borrower knows or has reason to know of the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event together with a statement of the chief financial officer of Borrower setting forth details as to such Reportable Event and the action which Borrower proposes to take with respect thereto; (ii) at least 10 days prior to the filing by any plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such notice; (iii) promptly and in no event more than 10 days after the filing thereof with the Internal Revenue Service, copies of each annual report which is filed on Form 5500, together with certified financial statements for the Plan (if any) as of the end of such year and actuarial statements on Schedule SB to such Form 5500, if any; (iv) promptly and in no event more than 10 days after Borrower knows or has reason to know of any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, a statement of a Responsible Officer of Borrower describing such event or condition; (v) promptly and in no event more than 10 days after receipt thereof by Borrower or an ERISA Affiliate, each notice received by Borrower or an ERISA Affiliate concerning the imposition of any withdrawal liability under Section 4202 of ERISA; (vi) promptly after receipt thereof a copy of any notice Borrower or any ERISA Affiliate may receive from PBGC or the Internal Revenue Service with respect to any Plan or Multiemployer Plan; provided, however, that this clause (vi) shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service; (vii) promptly and in any event within 10 days after Borrower knows or has reason to know of any condition existing with respect to a Plan which presents a material risk of termination of the Plan, or imposition of an excise tax, requirement to provide security to the Plan, or incurrence of other liability by Borrower or any ERISA Affiliate, such that the amount of such proposed excise tax, security or liability as determined in good faith by Borrower is in excess of $5,000,000; and (viii) promptly and in no event more than 10 days after the filing thereof with the Secretary of the Treasury, a copy of any application by Borrower or any ERISA Affiliate for a waiver of the minimum funding standard under Section 412 of the Code; (e) any breach or non-performance of, or any default under, any Contractual Obligation of Borrower or any of its Subsidiaries, and any dispute, litigation, investigation, proceeding or suspension which may exist at any time between Borrower or any of its Subsidiaries and any Governmental Authority, in each case which could reasonably be expected to constitute or cause a Material Adverse Change; (f) any other matter which has resulted in, or could reasonably be expected to constitute or cause, a Material Adverse Change; and (g) promptly, such other data and information as from time to time may be reasonably requested by the Administrative Agent or any Bank (through the Administrative Agent).

Prompt Notice. Immediately (unless otherwise provided below) give written notice to the Administrative Agent of: (a) all litigation affecting the Borrower or any Subsidiary as a defendant and where the amount claimed in a single litigation action, not fully covered by insurance, is in excess of $25,000,000the Threshold Amount; (b) any draw of $10,000,000 20,000,000 or more under any Outside Letter of CreditCredit that remains unpaid for more than ten (10) Business Days; (c) any Default or Event of Default, which notice shall specify the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) as to any Plan Plan: (i) promptly and in no event more than 10 days after the Borrower knows or has reason to know of the occurrence of a Reportable Event with respect to a PlanPlan which could reasonably be expected to constitute or cause a Material Adverse Change, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event together with a statement of the chief financial officer of the Borrower setting forth details as to such Reportable Event and the action which the Borrower proposes to take with respect thereto; (ii) at least 10 days prior to the filing by any plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such notice; (iii) as reasonably requested by the Administrative Agent, promptly and in no event more than 10 days after the filing thereof with the Internal Revenue ServiceIRS, copies of each annual report which is filed on Form 5500, together with certified financial statements for the Plan (if any) as of the end of such year and actuarial statements on Schedule SB to such Form 5500, if any; (iv) promptly and in no event more than 10 days after the Borrower knows or has reason to know of any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, a statement of a Responsible Officer of the Borrower describing such event or condition; (v) promptly and in no event more than 10 days after receipt thereof by the Borrower or an ERISA Affiliate, each notice received by the Borrower or an ERISA Affiliate concerning the imposition of any withdrawal liability under Section 4202 of ERISA; (vi) promptly after receipt thereof a copy of any notice the Borrower or any ERISA Affiliate may receive from PBGC or the Internal Revenue Service IRS with respect to any Plan or Multiemployer PlanPlan which could reasonably be expected to constitute or cause a Material Adverse Change; provided, howeverthat, that this clause (vi) shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue ServiceIRS; (vii) promptly and in any event within 10 days after the Borrower knows or has reason to know of any condition existing with respect to a Plan which presents a material risk of termination of the Plan, or imposition of an excise tax, requirement to provide security to the Plan, or incurrence of other liability by the Borrower or any ERISA Affiliate, such that the amount of such proposed excise tax, security or liability as determined in good faith by the Borrower is in excess of $5,000,000an amount which could reasonably be expected to constitute or cause a Material Adverse Change; and (viii) promptly and in no event more than 10 days after the filing thereof with the Secretary of the Treasury, a copy of any application by the Borrower or any ERISA Affiliate for a waiver of the minimum funding standard under Section 412 of the CodeCode which could reasonably be expected to constitute or cause a Material Adverse Change; (e) any breach or non-performance of, or any default under, any Contractual Obligation of the Borrower or any of its Subsidiaries, and any dispute, litigation, investigation, proceeding or suspension which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority, in each case which could reasonably be expected to constitute or cause a Material Adverse Change;; and (f) any other matter which has resulted in, or could reasonably be expected to constitute or cause, a Material Adverse Change; and (g) promptly, such other data and information as from time to time may be reasonably requested by the Administrative Agent or any Bank (through the Administrative Agent).

Prompt Notice. Immediately (unless otherwise provided below) give written notice to the Administrative Agent of: (a) all litigation affecting the Borrower or any Subsidiary as a defendant and where the amount claimed in a single litigation action, not fully covered by insurance, is in excess of $25,000,000the Threshold Amount; (b) any draw of $10,000,000 or more under any Outside Letter of Credit; (c) any Default or Event of Default, which notice shall specify the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) as to any Plan (i) promptly and in no event more than 10 days after the Borrower knows or has reason to know of the occurrence of a Reportable Event with respect to a PlanPlan which could reasonably be expected to constitute or cause a Material Adverse Change, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event together with a statement of the chief financial officer of the Borrower setting forth details as to such Reportable Event and the action which the Borrower proposes to take with respect thereto; (ii) at least 10 days prior to the filing by any plan administrator of a Plan of a notice of intent to terminate such CHAR1\1928876v8 Plan, a copy of such notice; (iii) as reasonably requested by the Administrative Agent, promptly and in no event more than 10 days after the filing thereof with the Internal Revenue ServiceIRS, copies of each annual report which is filed on Form 5500, together with certified financial statements for the Plan (if any) as of the end of such year and actuarial statements on Schedule SB to such Form 5500, if any; (iv) promptly and in no event more than 10 days after the Borrower knows or has reason to know of any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, a statement of a Responsible Officer of the Borrower describing such event or condition; (v) promptly and in no event more than 10 days after receipt thereof by the Borrower or an ERISA Affiliate, each notice received by the Borrower or an ERISA Affiliate concerning the imposition of any withdrawal liability under Section 4202 of ERISA; (vi) promptly after receipt thereof a copy of any notice the Borrower or any ERISA Affiliate may receive from PBGC or the Internal Revenue Service IRS with respect to any Plan or Multiemployer PlanPlan which could reasonably be expected to constitute or cause a Material Adverse Change; provided, however, that that, this clause (vi) shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue ServiceIRS; (vii) promptly and in any event within 10 days after the Borrower knows or has reason to know of any condition existing with respect to a Plan which presents a material risk of termination of the Plan, or imposition of an excise tax, requirement to provide security to the Plan, or incurrence of other liability by the Borrower or any ERISA Affiliate, such that the amount of such proposed excise tax, security or liability as determined in good faith by the Borrower is in excess of $5,000,000an amount which could reasonably be expected to constitute or cause a Material Adverse Change; and (viii) promptly and in no event more than 10 days after the filing thereof with the Secretary of the Treasury, a copy of any application by the Borrower or any ERISA Affiliate for a waiver of the minimum funding standard under Section 412 of the CodeCode which could reasonably be expected to constitute or cause a Material Adverse Change; (e) any breach or non-performance of, or any default under, any Contractual Obligation of the Borrower or any of its Subsidiaries, and any dispute, litigation, investigation, proceeding or suspension which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority, in each case which could reasonably be expected to constitute or cause a Material Adverse Change; (f) any other matter which has resulted in, or could reasonably be expected to constitute or cause, a Material Adverse Change; and (g) promptly, such other data and information as from time to time may be reasonably requested by the Administrative Agent or any Bank Lender (through the Administrative Agent).