3Notices. Notify Agent and Lenders in writing, promptly after any Senior Officer of any Borrower obtains knowledge thereof, of any of the following that affects an Obligor: (a) the 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; (e) any judgment in an amount exceeding $1,000,000250,000; (f) the assertion of any Intellectual Property Claim, if its resolution would reasonably be expected to have a Material Adverse Effect, (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any 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 occurrence of any ERISA Event; (j) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants; (k) any opening of a new office or place of business, at least 30 days prior to such opening; or (l) any other matter that could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 10.1.3 shall be accompanied by a statement of a Senior Officer setting forth details of the occurrence referred to therein and stating what action Borrowers or the relevant Subsidiary proposes to take with respect thereto.
Appears in 1 contract
Samples: Loan Agreement and Forbearance Agreement (School Specialty Inc)
3Notices. Notify Agent and Lenders in writing, promptly after any Senior Officer of any Borrower obtains knowledge thereof, of any of the following that affects an Obligor: (a) the 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; (e) any judgment in an amount exceeding $1,000,000250,000<1,000,000>250,000; (f) the assertion of any Intellectual Property Claim, if its resolution would reasonably be expected to have a Material Adverse Effect, (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any 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 occurrence of any ERISA Event; (j) the discharge of or any withdrawal or resignation by Borrowers’ Borrower's independent accountants; (k) any opening of a new office or place of business, at least 30 thirty (30) days prior to such opening; or (l) any other matter that could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 10.1.3 shall be accompanied by a statement of a Senior Officer setting forth details of the occurrence referred to therein and stating what action Borrowers Borrower or the relevant Subsidiary proposes to take with respect thereto.. <->84<->
Appears in 1 contract
Samples: Loan Agreement and Forbearance Agreement (School Specialty Inc)
3Notices. Notify Agent and Lenders in writing, promptly (and in any event within five Business Days) after any Senior Officer of any Borrower obtains an Obligor’s knowledge thereof, of any of the following that affects affecting an ObligorObligor or Subsidiary: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination which could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; (b) any a pending or threatened labor dispute, strike strike, walkout or walkout, or the expiration of any a material labor contractcontract which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (c) any a material default under under, or termination of (other than expiration in accordance with its terms), a Material Contract; (d) the existence of any a Default or Event of Default; (e) any a judgment in an amount exceeding $1,000,000250,00025,000,000; (f) the assertion of any Intellectual Property Claim, if its resolution would Claim that could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, ; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, FLSA or any Environmental Laws), for which an adverse resolution Law) that could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; (h) any an Environmental Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any an Environmental Notice, in each case, that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (i) the occurrence of any an ERISA Event; (j) a material change in any accounting or financial reporting practice that affects calculation of the discharge of Borrowing Base, any Reserve or any withdrawal or resignation by Borrowers’ independent accountantscovenant 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 new office Vessel, or place its continued ability to generate Accounts and earnings under any contract, including any casualty, seizure or arrest of businessa Vessel; (n) the closing of any financing, at least 30 days prior whether or not constituting Permitted Debt, secured by any Vessel or its earnings; (o) the filing of any pleadings in respect of, or any order entered for, garnishment or attachment with respect to such openingany Property of an Obligor; or (lp) any other matter that could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 10.1.3 shall be accompanied default by a statement an Obligor under its charter of a Senior Officer setting forth details of the occurrence referred to therein and stating what action Borrowers or the relevant Subsidiary proposes to take with respect theretoVessel resulting in termination thereof.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Helix Energy Solutions Group Inc)
3Notices. Notify Agent and Lenders in writing, promptly (and in any event within five Business Days) after any Senior Officer of any Borrower obtains an Obligor’s knowledge thereof, of any of the following that affects affecting an ObligorObligor or Subsidiary: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination which could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; (b) any a pending or threatened labor dispute, strike strike, walkout or walkout, or the expiration of any a material labor contractcontract which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (c) any a material default under under, or termination of (other than expiration in accordance with its terms), a Material Contract; (d) the existence of any a Default or Event of Default; (e) any a judgment in an amount exceeding $1,000,000250,00025,000,000; (f) the assertion of any Intellectual Property Claim, if its resolution would Claim that could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, ; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, FLSA or any Environmental Laws), for which an adverse resolution Law) that could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; (h) any an Environmental Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any an Environmental Notice, in each case, that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (i) the occurrence of any an ERISA Event; (j) a material change in any accounting or financial reporting practice that affects calculation of the discharge of Borrowing Base, any Reserve or any withdrawal or resignation by Borrowers’ independent accountantscovenant 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 new office Vessel, or place its continued ability to generate Accounts and earnings under any contract, including any casualty, seizure or arrest of businessa Vessel; (n) the closing of any financing, at least 30 days prior whether or not constituting Permitted Debt, secured by any Vessel or its earnings; (o) the filing of any pleadings in respect of, or any order entered for, garnishment or attachment with respect to such openingany Property of an Obligor; or (lp) any other matter that could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 10.1.3 shall be accompanied default by a statement an Obligor under its charter of a Senior Officer setting forth details of the occurrence referred to therein and stating what action Borrowers or the relevant Subsidiary proposes to take with respect theretoVessel resulting in termination thereof.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Helix Energy Solutions Group Inc)
3Notices. Notify Agent and Lenders in writing, promptly (and in any event within five Business Days) after any Senior Officer of any Borrower obtains an Obligor’s knowledge thereof, of any of the following that affects affecting an ObligorObligor or Subsidiary: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination which could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; (b) any a pending or threatened labor dispute, strike strike, walkout or walkout, or the expiration of any a material labor contractcontract which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (c) any a material default under under, or termination of (other than expiration in accordance with its terms), a Material Contract; (d) the existence of any a Default or Event of Default; (e) any a judgment in an amount exceeding $1,000,000250,00025,000,000; (f) the assertion of any Intellectual Property Claim, if its resolution would Claim that could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, ; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, FLSA or any Environmental Laws), for which an adverse resolution Law) that could reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; (h) any an Environmental Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any an Environmental Notice, in each case, that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (i) the occurrence of any an ERISA Event; (j) a material change in any accounting or financial reporting practice that affects calculation of the discharge of Borrowing Base, any Reserve or any withdrawal or resignation by Borrowers’ independent accountantscovenant 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 new office Vessel, or place its continued ability to generate Accounts and earnings under any contract, including any casualty, seizure or arrest of businessa Vessel; (n) the closing of any financing, at least 30 days prior whether or not constituting Permitted Debt, secured by any Vessel or its earnings; (o) the filing of any pleadings in respect of, or any order entered for, garnishment or attachment with respect to such openingany Property of an Obligor; or (lp) any other matter that could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 10.1.3 shall be accompanied default by a statement an Obligor under its charter of a Senior Officer setting forth details of the occurrence referred to therein and stating what action Borrowers or the relevant Subsidiary proposes to take with respect theretoVessel resulting in termination thereof.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Helix Energy Solutions Group Inc)