3Notices. The Borrowers shall notify promptly Agent and each Lender of each of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming aware thereof): (a) the occurrence or existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default or Event of Default; (b) any breach or non‑performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof; (c) the commencement of, or any material development in, any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (d) any notice that the FDA or other similar Governmental Authority is limiting, suspending or revoking any Registration, changing the market classification or labeling of the products of the Credit Parties and their Subsidiaries, or considering any of the foregoing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect; (e) any Credit Party or any of its Subsidiaries becoming subject to any administrative or regulatory action; any Credit Party or any of its Subsidiaries receiving a Form FDA 483, FDA warning letter, FDA notice of violation letter, or any other written or verbal communication from FDA (other than informal verbal communications from FDA investigators during the course of an inspection that are not documented in a Form FDA 483) or any comparable Governmental Authority alleging material noncompliance with any Requirement of Law; any product of any Credit Party or any of its Subsidiaries being seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect; or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of the Credit Parties or their Subsidiaries which, if adversely determined, would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect; (f) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any Credit Party (i) in which the amount of damages claimed is $2,500,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought which would reasonably be expected to have a Material Adverse Effect or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any Loan Document or any Related Agreement; (i) the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities under any Environmental Law or (C) the commencement of, or any material changes to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, that, for each of clauses (i) and (ii)(A), (B) and (C) above, in the aggregate for each such clause, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Material Environmental Liabilities; (i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within 10 days, after any officer of 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 Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and 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, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto; (i) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Agreement; (j) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party; (k) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (l) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent other than options and stock grants pursuant to CryoLife’s incentive plans, stock plans, stock option plan or employee stock purchase plan now existing or hereafter created; and (m) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect. Each notice pursuant to this Section shall be an Electronic Transmission accompanied by a statement by a Responsible Officer of Borrower Representative, on behalf of the Borrowers, setting forth details of the occurrence referred to therein, and stating what action the Borrowers or other Person proposes to take with respect thereto and at what time. Each notice under subsection 5.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated.
Appears in 1 contract
Samples: Credit Agreement (Cryolife Inc)
3Notices. The Borrowers shall notify promptly Notify Agent and each Lender Lenders in writing, promptly after any Senior Officer of each any Borrower obtains knowledge thereof, of any of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming aware thereof):
that affects an Obligor: (a) the occurrence threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (c) any default under or termination of a Material Contract; (d) the existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default or Event of Default;
(b) any breach or non‑performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;
(c) the commencement of, or any material development in, any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(d) any notice that the FDA or other similar Governmental Authority is limiting, suspending or revoking any Registration, changing the market classification or labeling of the products of the Credit Parties and their Subsidiaries, or considering any of the foregoing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
; (e) any Credit Party or any of its Subsidiaries becoming subject to any administrative or regulatory actionjudgment in an amount exceeding $1,000,000250,000; any Credit Party or any of its Subsidiaries receiving a Form FDA 483, FDA warning letter, FDA notice of violation letter, or any other written or verbal communication from FDA (other than informal verbal communications from FDA investigators during the course of an inspection that are not documented in a Form FDA 483) or any comparable Governmental Authority alleging material noncompliance with any Requirement of Law; any product of any Credit Party or any of its Subsidiaries being seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect; or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of the Credit Parties or their Subsidiaries which, if adversely determined, would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(f) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary assertion of any Credit Party (i) in which the amount of damages claimed is $2,500,000 (or Intellectual Property Claim, if its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought which resolution would reasonably be expected to have a Material Adverse Effect Effect, (g) any violation or asserted violation of any Applicable Law (iii) in which the relief sought is an injunction or other stay of the performance of this Agreementincluding ERISA, any Loan Document OSHA, FLSA, or any Related Agreement;
Environmental Laws), for which an adverse resolution could reasonably be expected to have a Material Adverse Effect; (h) any Environmental Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any Environmental Notice; (i) the receipt by any Credit Party occurrence of any notice of violation ERISA Event; (j) the discharge of or potential liability any withdrawal or similar notice under Environmental Lawresignation by Borrowers’ independent accountants; (k) any opening of a new office or place of business, at least 30 days prior to such opening; or (ii)(Al) unpermitted Releases, (B) the existence of any condition other matter that would could reasonably be expected to result in violations of or Liabilities under any Environmental Law or (C) the commencement of, or any material changes to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, that, for each of clauses (i) and (ii)(A), (B) and (C) above, in the aggregate for each such clause, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Material Environmental Liabilities;
(i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within 10 days, after any officer of 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 Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and 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, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto;
(i) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Agreement;
(j) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;
(k) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(l) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent other than options and stock grants pursuant to CryoLife’s incentive plans, stock plans, stock option plan or employee stock purchase plan now existing or hereafter created; and
(m) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect. Each notice pursuant to this Section 10.1.3 shall be an Electronic Transmission accompanied by a statement by of a Responsible Senior Officer of Borrower Representative, on behalf of the Borrowers, setting forth details of the occurrence referred to therein, therein and stating what action the Borrowers or other Person the relevant Subsidiary proposes to take with respect thereto and at what time. Each notice under subsection 5.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violatedthereto.
Appears in 1 contract
Samples: Loan Agreement and Forbearance Agreement (School Specialty Inc)
3Notices. The Borrowers shall notify promptly Notify Agent and each Lender Lenders in writing, promptly (and in any event within five Business Days) after an Obligor’s knowledge thereof, of each any of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming aware thereof):
affecting an Obligor or Subsidiary: (a) commencement of any proceeding or investigation, whether or not covered by insurance, which could reasonably be expected, individually or in the occurrence aggregate, to have a Material Adverse Effect; (b) a pending or threatened labor dispute, strike, walkout or expiration of a material labor contract which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (c) a material default under, or termination of (other than expiration in accordance with its terms), a Material Contract; (d) existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default or Event of Default;
; (be) any breach or non‑performance of, or any default under, any Contractual Obligation a judgment in an amount exceeding $25,000,000; (f) assertion of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would Intellectual Property Claim that could reasonably be expected to resultexpected, either individually or in the aggregate, in to have a Material Adverse Effect, including a description of such breach, non-performance, default, ; (g) violation or non-compliance and the stepsasserted violation of any Applicable Law (including ERISA, if anyOSHA, such Person has taken, is taking or proposes to take in respect thereof;
(c) the commencement of, FLSA or any material development in, any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would Environmental Law) that could reasonably be expected to resultexpected, either individually or in the aggregate, in a Material Adverse Effect;
(d) any notice that the FDA or other similar Governmental Authority is limiting, suspending or revoking any Registration, changing the market classification or labeling of the products of the Credit Parties and their Subsidiaries, or considering any of the foregoing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(e) any Credit Party or any of its Subsidiaries becoming subject to any administrative or regulatory action; any Credit Party or any of its Subsidiaries receiving a Form FDA 483, FDA warning letter, FDA notice of violation letter, or any other written or verbal communication from FDA (other than informal verbal communications from FDA investigators during the course of an inspection that are not documented in a Form FDA 483) or any comparable Governmental Authority alleging material noncompliance with any Requirement of Law; any product of any Credit Party or any of its Subsidiaries being seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or have a Material Adverse Effect; (h) an Environmental Release by an Obligor or the commencement on any Property owned, leased or occupied by an Obligor; or receipt of any proceedings an Environmental Notice, in the United States or any other jurisdiction seeking the withdrawaleach case, recall, suspension, import detention, or seizure of any product of the Credit Parties or their Subsidiaries which, if adversely determined, would that could reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(f) the commencement ofexpected, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any Credit Party (i) in which the amount of damages claimed is $2,500,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought which would reasonably be expected to have a Material Adverse Effect or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any Loan Document or any Related Agreement;
(i) the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities under any Environmental Law or (C) the commencement of, or any material changes to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, that, for each of clauses (i) and (ii)(A), (B) and (C) above, in the aggregate for each such clause, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Material Environmental Liabilities;
(i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within 10 days, after any officer of 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 Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and 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, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto;
(i) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Agreement;
(j) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;
(k) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(l) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent other than options and stock grants pursuant to CryoLife’s incentive plans, stock plans, stock option plan or employee stock purchase plan now existing or hereafter created; and
(m) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect. Each notice pursuant to this Section shall be ; (i) occurrence of an Electronic Transmission accompanied by ERISA Event; (j) a statement by a Responsible Officer of Borrower Representative, on behalf material change in any accounting or financial reporting practice that affects calculation of the BorrowersBorrowing Base, setting forth details any Reserve or any covenant hereunder; (k) a change in any information contained in a Beneficial Ownership Certificate delivered to Agent or any Lender; (l) Helix opening or moving its headquarters location; (m) any event materially and adversely affecting the value or operation of a Vessel, or its continued ability to generate Accounts and earnings under any contract, including any casualty, seizure or arrest of a Vessel; (n) the occurrence referred to thereinclosing of any financing, and stating what action whether or not constituting Permitted Debt, secured by any Vessel or its earnings; (o) the Borrowers filing of any pleadings in respect of, or other Person proposes to take any order entered for, garnishment or attachment with respect thereto and at what time. Each notice to any Property of an Obligor; or (p) any default by an Obligor under subsection 5.3(a) shall describe with particularity any and all clauses or provisions its charter of this Agreement or other Loan Document that have been breached or violateda Vessel resulting in termination thereof.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Helix Energy Solutions Group Inc)
3Notices. The Borrowers shall notify promptly Notify Agent and each Lender Lenders in writing, promptly (and in any event within five Business Days) after an Obligor’s knowledge thereof, of each any of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming aware thereof):
affecting an Obligor or Subsidiary: (a) commencement of any proceeding or investigation, whether or not covered by insurance, which could reasonably be expected, individually or in the occurrence aggregate, to have a Material Adverse Effect; (b) a pending or threatened labor dispute, strike, walkout or expiration of a material labor contract which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (c) a material default under, or termination of (other than expiration in accordance with its terms), a Material Contract; (d) existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default or Event of Default;
; (be) any breach or non‑performance of, or any default under, any Contractual Obligation a judgment in an amount exceeding $25,000,000; (f) assertion of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would Intellectual Property Claim that could reasonably be expected to resultexpected, either individually or in the aggregate, in to have a Material Adverse Effect, including a description of such breach, non-performance, default, ; (g) violation or non-compliance and the stepsasserted violation of any Applicable Law (including ERISA, if anyOSHA, such Person has taken, is taking or proposes to take in respect thereof;
(c) the commencement of, FLSA or any material development in, any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would Environmental Law) that could reasonably be expected to resultexpected, either individually or in the aggregate, in a Material Adverse Effect;
(d) any notice that the FDA or other similar Governmental Authority is limiting, suspending or revoking any Registration, changing the market classification or labeling of the products of the Credit Parties and their Subsidiaries, or considering any of the foregoing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(e) any Credit Party or any of its Subsidiaries becoming subject to any administrative or regulatory action; any Credit Party or any of its Subsidiaries receiving a Form FDA 483, FDA warning letter, FDA notice of violation letter, or any other written or verbal communication from FDA (other than informal verbal communications from FDA investigators during the course of an inspection that are not documented in a Form FDA 483) or any comparable Governmental Authority alleging material noncompliance with any Requirement of Law; any product of any Credit Party or any of its Subsidiaries being seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or have a Material Adverse Effect; (h) an Environmental Release by an Obligor or the commencement on any Property owned, leased or occupied by an Obligor; or receipt of any proceedings an Environmental Notice, in the United States or any other jurisdiction seeking the withdrawaleach case, recall, suspension, import detention, or seizure of any product of the Credit Parties or their Subsidiaries which, if adversely determined, would that could reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(f) the commencement ofexpected, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any Credit Party (i) in which the amount of damages claimed is $2,500,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought which would reasonably be expected to have a Material Adverse Effect or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any Loan Document or any Related Agreement;
(i) the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities under any Environmental Law or (C) the commencement of, or any material changes to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, that, for each of clauses (i) and (ii)(A), (B) and (C) above, in the aggregate for each such clause, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Material Environmental Liabilities;
(i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within 10 days, after any officer of 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 Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and 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, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto;
(i) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Agreement;
(j) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;
(k) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(l) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent other than options and stock grants pursuant to CryoLife’s incentive plans, stock plans, stock option plan or employee stock purchase plan now existing or hereafter created; and
(m) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect. Each notice pursuant to this Section shall be ; (i) occurrence of an Electronic Transmission accompanied by ERISA Event; (j) a statement by a Responsible Officer of Borrower Representative, on behalf material change in any accounting or financial reporting practice that affects calculation of the BorrowersBorrowing Base, setting forth details any Reserve or any covenant hereunder; (k) a change in any information contained in a Beneficial Ownership Certificate delivered to Agent or any Lender; (l) Helix opening or moving its headquarters location; (m) any event materially and adversely affecting the value or operation of a Vessel, or its continued ability to generate Accounts and earnings under any contract, including any casualty, seizure or arrest of a Vessel; (n) the occurrence referred to thereinclosing of any financing, and stating what action whether or not constituting Permitted Debt, secured by any Vessel or its earnings; (o) the Borrowers filing of any pleadings in respect of, or other Person proposes to take any order entered for, garnishment or attachment with respect thereto and at what time. Each notice to any Property of an Obligor; or (p) any default by an Obligor under subsection 5.3(a) shall describe with particularity any and all clauses or provisions its charter of this Agreement or other Loan Document that have been breached or violateda Vessel resulting in termination thereof.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Helix Energy Solutions Group Inc)
3Notices. The Borrowers shall notify promptly Notify Agent and each Lender Lenders in writing, promptly (and in any event within five Business Days) after an Obligor’s knowledge thereof, of each any of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming aware thereof):
affecting an Obligor or Subsidiary: (a) commencement of any proceeding or investigation, whether or not covered by insurance, which could reasonably be expected, individually or in the occurrence aggregate, to have a Material Adverse Effect; (b) a pending or threatened labor dispute, strike, walkout or expiration of a material labor contract which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (c) a material default under, or termination of (other than expiration in accordance with its terms), a Material Contract; (d) existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default or Event of Default;
; (be) any breach or non‑performance of, or any default under, any Contractual Obligation a judgment in an amount exceeding $25,000,000; (f) assertion of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would Intellectual Property Claim that could reasonably be expected to resultexpected, either individually or in the aggregate, in to have a Material Adverse Effect, including a description of such breach, non-performance, default, ; (g) violation or non-compliance and the stepsasserted violation of any Applicable Law (including ERISA, if anyOSHA, such Person has taken, is taking or proposes to take in respect thereof;
(c) the commencement of, FLSA or any material development in, any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would Environmental Law) that could reasonably be expected to resultexpected, either individually or in the aggregate, in a Material Adverse Effect;
(d) any notice that the FDA or other similar Governmental Authority is limiting, suspending or revoking any Registration, changing the market classification or labeling of the products of the Credit Parties and their Subsidiaries, or considering any of the foregoing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(e) any Credit Party or any of its Subsidiaries becoming subject to any administrative or regulatory action; any Credit Party or any of its Subsidiaries receiving a Form FDA 483, FDA warning letter, FDA notice of violation letter, or any other written or verbal communication from FDA (other than informal verbal communications from FDA investigators during the course of an inspection that are not documented in a Form FDA 483) or any comparable Governmental Authority alleging material noncompliance with any Requirement of Law; any product of any Credit Party or any of its Subsidiaries being seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or have a Material Adverse Effect; (h) an Environmental Release by an Obligor or the commencement on any Property owned, leased or occupied by an Obligor; or receipt of any proceedings an Environmental Notice, in the United States or any other jurisdiction seeking the withdrawaleach case, recall, suspension, import detention, or seizure of any product of the Credit Parties or their Subsidiaries which, if adversely determined, would that could reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(f) the commencement ofexpected, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any Credit Party (i) in which the amount of damages claimed is $2,500,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought which would reasonably be expected to have a Material Adverse Effect or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any Loan Document or any Related Agreement;
(i) the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities under any Environmental Law or (C) the commencement of, or any material changes to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, that, for each of clauses (i) and (ii)(A), (B) and (C) above, in the aggregate for each such clause, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Material Environmental Liabilities;
(i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within 10 days, after any officer of 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 Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and 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, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto;
(i) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Agreement;
(j) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;
(k) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(l) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent other than options and stock grants pursuant to CryoLife’s incentive plans, stock plans, stock option plan or employee stock purchase plan now existing or hereafter created; and
(m) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect. Each notice pursuant to this Section shall be ; (i) occurrence of an Electronic Transmission accompanied by ERISA Event; (j) a statement by a Responsible Officer of Borrower Representative, on behalf material change in any accounting or financial reporting practice that affects calculation of the BorrowersBorrowing Base, setting forth details any Reserve or any covenant hereunder; (k) a change in any information contained in a Beneficial Ownership Certificate delivered to Agent or any Lender; (l) Helix opening or moving its headquarters location; (m) any event materially and adversely affecting the value or operation of a Vessel, or its continued ability to generate Accounts and earnings under any contract, including any casualty, seizure or arrest of a Vessel; (n) the occurrence referred to thereinclosing of any financing, and stating what action whether or not constituting Permitted Debt, secured by any Vessel or its earnings; (o) the Borrowers filing of any pleadings in respect of, or other Person proposes to take any order entered for, garnishment or attachment with respect thereto and at what time. Each notice to any Property of an Obligor; or (p) any default by an Obligor under subsection 5.3(a) shall describe with particularity any and all clauses or provisions its charter of this Agreement or other Loan Document that have been breached or violateda Vessel resulting in termination thereof.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Helix Energy Solutions Group Inc)
3Notices. The Borrowers Borrower shall promptly notify promptly the Agent and each Lender of each of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming of the Borrower becomes aware thereof):
(ai) the occurrence or existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default or Event of Default, including a description of such Default or Event of Default and the specific provisions of this Agreement and any other Loan Document that has been breached, and the steps, if any, the Borrower has taken, is taking or proposes to take in respect thereof;
(bii) any breach or non‑performance nonperformance of, or any default under, any Contractual Obligation of any Credit Party the Borrower or any Subsidiary of any Credit Partyits Subsidiaries, or any violation of, or non-compliance noncompliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performancenonperformance, default, violation or non-compliance noncompliance and the steps, if any, such Person the Borrower has taken, is taking or proposes to take in respect thereof;
(ciii) (A) any litigation or proceeding affecting the commencement ofBorrower in which the amount involved is $25,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought or (B) any litigation, investigation or proceeding of or before any arbitrator or Governmental Authority that is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or against any of its Properties or revenues (x) with respect to any of the Loan Documents or any material development inof the transactions contemplated hereby or thereby or (y) which could reasonably be expected to have a Material Adverse Effect, including, in each case, a description of such litigation or proceeding and the steps, if any, the Borrower has taken, is taking or proposes to take in respect thereof;
(iv) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party the Borrower and any Governmental Authority which Authority, including a description of such dispute or proceeding and the steps, if any, the Borrower has taken, is taking or proposes to take in respect thereof;
(v) any Material Adverse Effect or event or circumstance that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such event or circumstance and the steps, if any, the Borrower has taken, is taking or proposes to take in respect thereof;
(d) any notice that the FDA or other similar Governmental Authority is limiting, suspending or revoking any Registration, changing the market classification or labeling of the products of the Credit Parties and their Subsidiaries, or considering any of the foregoing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(e) any Credit Party or any of its Subsidiaries becoming subject to any administrative or regulatory action; any Credit Party or any of its Subsidiaries receiving a Form FDA 483, FDA warning letter, FDA notice of violation letter, or any other written or verbal communication from FDA (other than informal verbal communications from FDA investigators during the course of an inspection that are not documented in a Form FDA 483) or any comparable Governmental Authority alleging material noncompliance with any Requirement of Law; any product of any Credit Party or any of its Subsidiaries being seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect; or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of the Credit Parties or their Subsidiaries which, if adversely determined, would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(f) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any Credit Party (i) in which the amount of damages claimed is $2,500,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought which would reasonably be expected to have a Material Adverse Effect or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any Loan Document or any Related Agreement;
(i) the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities under any Environmental Law or (C) the commencement of, or any material changes to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, that, for each of clauses (i) and (ii)(A), (B) and (C) above, in the aggregate for each such clause, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Material Environmental Liabilities;
(i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within 10 days, after any officer of 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 Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and 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, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto;
(i) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Agreement;
(jvi) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;
(k) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(l) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent other than options and stock grants pursuant to CryoLife’s incentive plans, stock plans, stock option plan or employee stock purchase plan now existing or hereafter createdBorrower; and
(mvii) any dispute, setoff, counterclaim, deduction or other offsetting claim of the creation, or filing with the IRS United States of America or any other Governmental Authority, of any Contractual Obligation department or other document extending, or having the effect of extending, the period for assessment or collection of any taxes agency thereof with respect to any the Federal Income Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect. Each notice pursuant to this Section shall be an Electronic Transmission accompanied by a statement by a Responsible Officer of Borrower Representative, on behalf of the Borrowers, setting forth details of the occurrence referred to therein, and stating what action the Borrowers or other Person proposes to take with respect thereto and at what time. Each notice under subsection 5.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violatedRefund Claims.
Appears in 1 contract
Samples: Credit Agreement (Amerco /Nv/)
3Notices. The Borrowers shall notify promptly Notify Agent and each Lender Lenders in writing, promptly after any Senior Officer of each Borrower obtains knowledge thereof, of any of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming aware thereof):
that affects an Obligor: (a) the occurrence threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (c) any default under or termination of a Material Contract; (d) the existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default or Event of Default;
(b) any breach or non‑performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;
(c) the commencement of, or any material development in, any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(d) any notice that the FDA or other similar Governmental Authority is limiting, suspending or revoking any Registration, changing the market classification or labeling of the products of the Credit Parties and their Subsidiaries, or considering any of the foregoing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
; (e) any Credit Party or any of its Subsidiaries becoming subject to any administrative or regulatory actionjudgment in an amount exceeding $<1,000,000>250,000; any Credit Party or any of its Subsidiaries receiving a Form FDA 483, FDA warning letter, FDA notice of violation letter, or any other written or verbal communication from FDA (other than informal verbal communications from FDA investigators during the course of an inspection that are not documented in a Form FDA 483) or any comparable Governmental Authority alleging material noncompliance with any Requirement of Law; any product of any Credit Party or any of its Subsidiaries being seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect; or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of the Credit Parties or their Subsidiaries which, if adversely determined, would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(f) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary assertion of any Credit Party (i) in which the amount of damages claimed is $2,500,000 (or Intellectual Property Claim, if its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought which resolution would reasonably be expected to have a Material Adverse Effect Effect, (g) any violation or asserted violation of any Applicable Law (iii) in which the relief sought is an injunction or other stay of the performance of this Agreementincluding ERISA, any Loan Document OSHA, FLSA, or any Related Agreement;
Environmental Laws), for which an adverse resolution could reasonably be expected to have a Material Adverse Effect; (h) any Environmental Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any Environmental Notice; (i) the receipt by any Credit Party occurrence of any notice of violation ERISA Event; (j) the discharge of or potential liability any withdrawal or similar notice under Environmental Lawresignation by Borrower's independent accountants; (k) any opening of a new office or place of business, at least thirty (ii)(A30) unpermitted Releases, days prior to such opening; or (Bl) the existence of any condition other matter that would could reasonably be expected to result in violations of or Liabilities under any Environmental Law or (C) the commencement of, or any material changes to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, that, for each of clauses (i) and (ii)(A), (B) and (C) above, in the aggregate for each such clause, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Material Environmental Liabilities;
(i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within 10 days, after any officer of 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 Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and 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, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto;
(i) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Agreement;
(j) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;
(k) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(l) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent other than options and stock grants pursuant to CryoLife’s incentive plans, stock plans, stock option plan or employee stock purchase plan now existing or hereafter created; and
(m) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect. Each notice pursuant to this Section 10.1.3 shall be an Electronic Transmission accompanied by a statement by of a Responsible Senior Officer of Borrower Representative, on behalf of the Borrowers, setting forth details of the occurrence referred to therein, therein and stating what action Borrower or the Borrowers or other Person relevant Subsidiary proposes to take with respect thereto and at what timethereto. Each notice under subsection 5.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated.<->84<->
Appears in 1 contract
Samples: Loan Agreement and Forbearance Agreement (School Specialty Inc)
3Notices. The Borrowers shall notify promptly Agent and each Lender of each of the following (and in no event later than five (5) Business Days after Promptly upon a Responsible Officer becoming aware of the Parent or any Loan Party obtaining knowledge thereof):, give notice to the Agent of:
(ai) of the occurrence or existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default or Event of Default;
(bii) any breach or non‑performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;
(c) the commencement of, or any material development in, any dispute, litigation, investigation, investigation or proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would reasonably be expected to resultthe Parent, either individually or in Holdings, the aggregate, in a Material Adverse Effect;
(d) any notice that the FDA or other similar Governmental Authority is limiting, suspending or revoking any Registration, changing the market classification or labeling of the products of the Credit Parties and their Subsidiaries, or considering any of the foregoing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(e) any Credit Party Borrower or any of its Restricted Subsidiaries becoming subject to any administrative or regulatory action; any Credit Party or any of its Subsidiaries receiving a Form FDA 483, FDA warning letter, FDA notice of violation letter, or and any other written or verbal communication from FDA (other than informal verbal communications from FDA investigators during the course of an inspection Person, that are not documented in a Form FDA 483) or any comparable Governmental Authority alleging material noncompliance with any Requirement of Law; any product of any Credit Party or any of its Subsidiaries being seizedeither case, withdrawn, recalled, detained, or subject to a suspension of manufacturing that would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect; or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of the Credit Parties or their Subsidiaries which, if adversely determined, would reasonably be expected to result in Liabilities in excess of $1,500,000 or a Material Adverse Effect;
(f) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any Credit Party (i) in which the amount of damages claimed is $2,500,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought which would could reasonably be expected to have a Material Adverse Effect or Effect;
(iii) the following events, that, individually or in which the relief sought is an injunction or other stay of the performance of this Agreementaggregate, any Loan Document or any Related Agreement;
(i) the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that would could reasonably be expected to result in violations of or Liabilities under any Environmental Law or (C) the commencement of, or any material changes to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, that, for each of clauses (i) and (ii)(A), (B) and (C) above, in the aggregate for each such clause, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Material Environmental Liabilities;
(i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV PlanAdverse Effect, a copy of such notice and (ii) promptly, as soon as possible and in any event within 10 days30 days after the Parent, after the Borrower or any officer of its Restricted Subsidiaries knows thereof, as applicable: (i) the occurrence of any ERISA Affiliate knows Reportable Event with respect to any Single Employer Plan, (ii) that a Single Employer Plan has failed to satisfy the minimum funding standards within the meaning of Section 412 of the Code or Section 302 of ERISA, or an application may be or has reason to know that a request been made for a waiver or modification of the minimum funding waiver standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code has been filed or Section 303 or 304 with respect to a Single Employer Plan, (iii) a failure to make any Title IV required contribution to a Single Employer Plan or Non-U.S. Plan, (iv) Parent, Holdings, the Borrower or any of its Restricted Subsidiaries incurs any liability in connection with any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (v) the creation of any Lien in favor of the PBGC or a Single Employer Plan, (vi) or any withdrawal from, or the termination or partial termination or Insolvency of any Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writingvii) describing the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such waiver request and any action that any ERISA Affiliate proposes to take with respect theretoSingle Employer Plans), together with a copy as of any notice filed with applicable annual valuation date, exceeds the value of the assets of such Single Employer Plan allocable to such accrued benefits, (viii) the institution of proceedings or the taking of any other action by the PBGC or the IRS pertaining theretoParent or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination or partial termination or Insolvency of, any Plan, (ix) any Non-U.S. Plan fails to obtain or retain (as applicable) registered status under and as required by applicable law and/or be administered in a timely manner in all respects in compliance with all applicable laws, or (iiix) promptly, and in any event within ten (10) days after any officer the occurrence of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take similar events with respect theretoto a Commonly Controlled Plan, together with that would reasonably be likely to result in a copy direct obligation of the Parent, the Borrower or any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining theretoof its Restricted Subsidiaries to pay money;
(iiv) the occurrence of any Material Adverse Effect subsequent to default under the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Tax Receivable Agreement;
(jv) any development or event that has had or could reasonably be expected to have a Material Adverse Effect;
(vi) the acquisition of any Property after the Closing Date in which the Agent does not already have a perfected security interest and in which a security interest is required to be created or perfected pursuant to Section 6.11;
(vii) of any casualty or other insured damage to any material portion of the Term Priority Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Term Priority Collateral under power of eminent domain or by condemnation or similar proceeding or if any material portion of the Term Priority Collateral is damaged or destroyed;
(viii) the occurrence of any default or event of default under the ABL Credit Agreement;
(ix) of any material change in accounting policies or financial reporting practices by any Credit Loan Party or any Subsidiary of any Credit Partythereof;
(kx) of the filing of any Lien for unpaid Taxes against any Loan Party in excess of $2,500,000;
(xi) of any failure by any Loan Party to pay rent (which failure continues for more than ten (10) days following the day on which such rent first came due) at (i) any labor controversy resulting in of the Loan Parties’ distribution centers, fulfillment centers or threatening warehouses; (ii) ten percent (10%) or more of such Loan Party’s store locations or any of such Loan Party’s other locations if such failure would be reasonably likely to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(lxii) of any change in: (i) any Loan Party’s legal name; (ii) the creation, establishment or acquisition location of any Subsidiary Loan Party’s chief executive office or its principal place of business or any office in which it maintains books or records relating to Collateral; (iii) any Loan Party’s organizational form (e.g., corporation, limited liability company, partnership, etc.) or jurisdiction of incorporation or formation; or (iv) any Loan Party’s Federal Taxpayer Identification Number, in each case no later than 10 days before the issuance occurrence of such change (or such lesser period as agreed to by or to any Credit Party of any Stock or Stock Equivalent other than options and stock grants pursuant to CryoLife’s incentive plans, stock plans, stock option plan or employee stock purchase plan now existing or hereafter createdthe Agent in its Permitted Discretion); and
(m) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(axiii) of the Codemovement of Collateral with a value in excess of $500,000 in the aggregate to a location not previously disclosed to the Agent (including the establishment of any new office or facility but excluding Collateral out for repair and, for the avoidance of doubt, Collateral in transit between locations previously disclosed to the Agent) no later than 30 days after taking such action (or such later time as agreed to by reason of a change the Agent in accounting method or otherwise, which would have a Material Adverse Effectits Permitted Discretion). Each notice pursuant to this Section shall be an Electronic Transmission accompanied by a statement by of a Responsible Officer of Borrower Representative, on behalf of the Borrowers, setting forth details of the occurrence referred to therein, therein and stating what action the Borrowers Parent, Holdings, the Borrower or other Person the relevant Restricted Subsidiary has taken or proposes to take with respect thereto and at what time. Each notice under subsection 5.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violatedthereto.
Appears in 1 contract
