Common use of Advise the Fund of Certain Material Events Clause in Contracts

Advise the Fund of Certain Material Events. The Allocatee shall advise the Fund in writing in reasonable detail of any of the following events, within 20 calendar days of the occurrence of such events: (a) any proceeding instituted against the Allocatee or its Affiliates in, by or before any court, governmental or administrative body or agency, which proceeding or its outcome could reasonably be expected to have a material adverse effect upon the financial condition or business operations, of the Allocatee; (b) any material adverse change in the condition, financial or otherwise, or operations of the Allocatee which would impair the Allocatee’s ability to carry out the authorized uses of the NMTC Allocation to be provided hereunder; (c) the occurrence of any Event of Default, as that term is defined in Section 8.1 hereof, or any event which upon notice or lapse of time, or both, would constitute an Event of Default; (d) the occurrence of any event that may be a recapture event pursuant to IRC § (e) the merger or acquisition of the Allocatee by or with another entity; (f) the Allocatee’s Controlling Entity (as identified in the Allocation Application) shall no longer have any ownership or management interest in the Allocatee and/or shall no longer have Control over the day-to-day management and operations (including investment decisions) of the Allocatee; provided that the foregoing shall not be deemed to prohibit mergers, asset transfers, stock transfers, or similar transactions with respect to the Controlling Entity that pertain to the business operations of the Controlling Entity and are not primarily undertaken for the purpose of transferring Control of the Allocatee or the NMTC Allocation.; (g) the replacement of any key management officials (e.g., the Executive Director, the Chief Financial Officer, the Board Chairperson or their equivalents) that had been named in the Allocation Application; (h) the occurrence of any event described in 31 C.F.R. 19.350; or (i) such other events that may be determined by the Fund, in its sole discretion, to be material events, and for which the Fund issues related guidance.

Advise the Fund of Certain Material Events. The Allocatee shall advise the Fund in writing in reasonable detail of any of the following events, within 20 calendar days of the occurrence of such events: (a) any proceeding instituted against the Allocatee or its Affiliates in, by or before any court, governmental or administrative body or agency, which proceeding or its outcome could reasonably be expected to have a material adverse effect upon the financial condition or business operations, of the Allocatee; (b) any material adverse change in the condition, financial or otherwise, or operations of the Allocatee which would impair the Allocatee’s ability to carry out the authorized uses of the NMTC Allocation to be provided hereunder; (c) the occurrence of any Event of Default, as that term is defined in Section 8.1 hereof, or any event which upon notice or lapse of time, or both, would constitute an Event of Default; (d) the occurrence of any event that may be a recapture event pursuant to IRC § (e) the merger or acquisition of the Allocatee by or with another entity; (f) the Allocatee’s Controlling Entity (as identified in the Allocation Application) shall no longer have any ownership or management interest in the Allocatee and/or shall no longer have Control over the day-to-day management and operations (including investment decisions) of the Allocatee; provided that the foregoing shall not be deemed to prohibit mergers, asset transfers, stock transfers, or similar transactions with respect to the Controlling Entity that pertain to the business operations of the Controlling Entity and are not primarily undertaken for the purpose of transferring Control of the Allocatee or the NMTC Allocation.; (g) the replacement of any key management officials (e.g., the Executive Director, the Chief Financial Officer, the Board Chairperson or their equivalents) that had been named in the Allocation Application; (h) the occurrence of any event described in 31 C.F.R. 19.350; or (i) such other events that may be determined by the Fund, in its sole discretion, to be material events, and for which the Fund issues related guidance.

Advise the Fund of Certain Material Events. The Allocatee shall advise the Fund in writing in reasonable detail of any of the following events, within 20 calendar days of the occurrence of such events: (a) any proceeding instituted against the Allocatee or its Affiliates in, by or before any court, governmental or administrative body or agency, which proceeding or its outcome could reasonably be expected to have a material adverse effect upon the financial condition or business operations, of the Allocatee; (b) any material adverse change in the condition, financial or otherwise, or operations of the Allocatee which would impair the Allocatee’s ability to carry out the authorized uses of the NMTC Allocation to be provided hereunder; (c) the occurrence of any Event of Default, as that term is defined in Section 8.1 hereof, or any event which upon notice or lapse of time, or both, would constitute an Event of Default; (d) the occurrence of any event that may be a recapture event pursuant to IRC §45D(g) and 26 C.F.R. 1.45D-1(e)(2); (e) the merger or acquisition of the Allocatee by or with another entity; (f) the Allocatee’s Controlling Entity (as identified in the Allocation Application) shall no longer have any ownership or management interest in the Allocatee and/or shall no longer have Control over the day-to-day management and operations (including investment decisions) of the Allocatee; provided that the foregoing shall not be deemed to prohibit mergers, asset transfers, stock transfers, or similar transactions with respect to the Controlling Entity that pertain to the business operations of the Controlling Entity and are not primarily undertaken for the purpose of transferring Control of the Allocatee or the NMTC Allocation.; (g) the replacement of any key management officials (e.g., the Executive Director, the Chief Financial Officer, the Board Chairperson or their equivalents) that had been named in the Allocation Application; (h) the occurrence of any event described in 31 C.F.R. 19.350; or (i) such other events that may be determined by the Fund, in its sole discretion, to be material events, and for which the Fund issues related guidance.

Advise the Fund of Certain Material Events. The Allocatee shall advise the Fund in writing in reasonable detail of any of the following events, within 20 calendar days of the occurrence of such events: (a) any proceeding instituted against the Allocatee or its Affiliates in, by or before any court, governmental or administrative body or agency, which proceeding or its outcome could reasonably be expected to have a material adverse effect upon the financial condition or business operations, of the Allocatee; (b) any material adverse change in the condition, financial or otherwise, or operations of the Allocatee which would impair the Allocatee’s ability to carry out the authorized uses of the NMTC Allocation to be provided hereunder; (c) the occurrence of any Event of Default, as that term is defined in Section 8.1 hereof, or any event which upon notice or lapse of time, or both, would constitute an Event of Default; (d) the occurrence of any event that may be a recapture event pursuant to IRC §§ 45D(g) and 26 C.F.R. 1.45D-1(e)(2); (e) the merger or acquisition of the Allocatee by or with another entity; (f) the Allocatee’s Controlling Entity (as identified in the Allocation Application) shall no longer have any ownership or management interest in the Allocatee and/or shall no longer have Control over the day-to-day management and operations (including investment decisions) of the Allocatee; provided that the foregoing shall not be deemed to prohibit mergers, asset transfers, stock transfers, or similar transactions with respect to the Controlling Entity that pertain to the business operations of the Controlling Entity and are not primarily undertaken for the purpose of transferring Control of the Allocatee or the NMTC Allocation.; (g) the replacement of any key management officials (e.g., the Executive Director, the Chief Financial Officer, the Board Chairperson or their equivalents) that had been named in the Allocation Application; (h) the occurrence of any event described in 31 C.F.R. 19.350; or (i) such other events that may be determined by the Fund, in its sole discretion, to be material events, and for which the Fund issues related guidance.

Advise the Fund of Certain Material Events. The Allocatee shall advise the Fund in writing in reasonable detail of any of the following events, within 20 calendar days of the occurrence of such events: (a) any proceeding instituted against the Allocatee or its Affiliates in, by or before any court, governmental or administrative body or agency, which proceeding or its outcome could reasonably be expected to have a material adverse effect upon the financial condition or business operations, of the Allocatee; (b) any material adverse change in the condition, financial or otherwise, or operations of the Allocatee which would impair the Allocatee’s 's ability to carry out the authorized uses of the NMTC Allocation to be provided hereunder; (c) the occurrence of any Event of Default, as that term is defined in Section 8.1 hereof, or any event which upon notice or lapse of time, or both, would constitute an Event of Default; (d) the occurrence of any event that may be a recapture event pursuant to IRC §Section 45D(g) and 26 C.F.R. 1. 45D-1(e)(2); (e) the merger or acquisition of the Allocatee by or with another entity; (f) the Allocatee’s 's Controlling Entity (as identified in the Allocation Application) shall no longer have any ownership or management interest in the Allocatee and/or shall no longer have Control over the day-to-day management and operations (including investment decisions) of the Allocatee; provided that the foregoing shall not be deemed to prohibit mergers, asset transfers, stock transfers, or similar transactions with respect to the Controlling Entity that pertain to the business operations of the Controlling Entity and are not primarily undertaken for the purpose of transferring Control of the Allocatee or the NMTC Allocation.; (g) the replacement of any key management officials (e.g., the Executive Director, the Chief Financial Officer, the Board Chairperson or their equivalents) that had been named in the Allocation Application; (h) the occurrence of any event described in 31 C.F.R. 19.350; or (i) such other events that may be determined by the Fund, in its sole discretion, to be material events, and for which the Fund issues related guidance.

Advise the Fund of Certain Material Events. The Allocatee shall advise the Fund in writing in reasonable detail of any of the following events, within 20 calendar days of the occurrence of such events: (a) any proceeding instituted against the Allocatee or its Affiliates in, by or before any court, governmental or administrative body or agency, which proceeding or its outcome could reasonably be expected to have a material adverse effect upon the financial condition or business operations, of the Allocatee; (b) any material adverse change in the condition, financial or otherwise, or operations of the Allocatee which would impair the Allocatee’s ability to carry out the authorized uses of the NMTC Allocation to be provided hereunder; (c) the occurrence of any Event of Default, as that term is defined in Section 8.1 hereof, or any event which upon notice or lapse of time, or both, would constitute an Event of Default; (d) the occurrence of any event that may be a recapture event pursuant to IRC §§ 45D(g) and 26 C.F.R. 1.45D-l(e)(2); (e) the merger or acquisition of the Allocatee by or with another entity; (f) the Allocatee’s Controlling Entity (as identified in the Allocation Application) shall no longer have any ownership or management interest in the Allocatee and/or shall no longer have Control over the day-to-day management and operations (including investment decisions) of the Allocatee; provided that the foregoing shall not be deemed to prohibit mergers, asset transfers, stock transfers, or similar transactions with respect to the Controlling Entity that pertain to the business operations of the Controlling Entity and are not primarily undertaken for the purpose of transferring Control of the Allocatee or the NMTC Allocation.; (g) the replacement of any key management officials (e.g., the Executive Director, the Chief Financial Officer, the Board Chairperson or their equivalents) that had been named in the Allocation Application; (h) the occurrence of any event described in 31 C.F.R. 19.350; or (i) such other events that may be determined by the Fund, in its sole discretion, to be material events, and for which the Fund issues related guidance.

Advise the Fund of Certain Material Events. The Allocatee shall advise the Fund in writing in reasonable detail of any of the following events, within 20 calendar days of the occurrence of such events: (a) any proceeding instituted against the Allocatee or its Affiliates in, by or before any court, governmental or administrative body or agency, which proceeding or its outcome could reasonably be expected to have a material adverse effect upon the financial condition or business operations, of the Allocatee; (b) any material adverse change in the condition, financial or otherwise, or operations of the Allocatee which would impair the Allocatee’s ability to carry out the authorized uses of the NMTC Allocation to be provided hereunder; (c) the occurrence of any Event of Default, as that term is defined in Section 8.1 hereof, or any event which upon notice or lapse of time, or both, would constitute an Event of Default; (d) the occurrence of any event that may be a recapture event pursuant to IRC §§ 45D(g) and 26 C.F.R. 1.45D-1(e)(2); (e) the merger or acquisition of the Allocatee by or with another entity; (f) the Allocatee’s Controlling Entity (as identified in the Allocation Application) shall no longer have any ownership or management interest in the Allocatee and/or shall no longer have Control over the day-to-day management and operations (including investment decisions) of the Allocatee; provided that the foregoing shall not be deemed to prohibit mergers, asset transfers, stock transfers, or similar transactions with respect to the Controlling Entity that pertain to the business operations of the Controlling Entity and are not primarily undertaken for the purpose of transferring Control of the Allocatee or the NMTC Allocation.; (g) the replacement of any key management officials (e.g., the Executive Director, the Chief Financial Officer, the Board Chairperson or their equivalents) that had been named in the Allocation Application; (h) the occurrence of any event described in 31 C.F.R. 19.350; or (i) such other events that may be determined by the Fund, in its sole discretion, to be material events, and for which the Fund issues related guidance.

Advise the Fund of Certain Material Events. The Allocatee shall advise the Fund in writing in reasonable detail of any of the following events, within 20 calendar days of the occurrence of such events: (a) any proceeding instituted against the Allocatee or its Affiliates in, by or before any court, governmental or administrative body or agency, which proceeding or its outcome could reasonably be expected to have a material adverse effect upon the financial condition or business operations, of the Allocatee; (b) any material adverse change in the condition, financial or otherwise, or operations of the Allocatee which would impair the Allocatee’s ability to carry out the authorized uses of the NMTC Allocation to be provided hereunder; (c) the occurrence of any Event of Default, as that term is defined in Section 8.1 hereof, or any event which upon notice or lapse of time, or both, would constitute an Event of Default; (d) the occurrence of any event that may be a recapture event pursuant to IRC §§ 45D(g) and 26 C.F.R. 1.45D-1(e)(2); (e) the merger or acquisition of the Allocatee by or with another entity; (f) the Allocatee’s Controlling Entity (as identified in the Allocation Application) shall no longer have any ownership or management interest in the Allocatee and/or shall no longer have Control over the day-to-day management and operations (including investment decisions) of the Allocatee; provided that the foregoing shall not be deemed to prohibit mergers, asset transfers, stock transfers, or similar transactions with respect to the Controlling Entity that pertain to the business operations of the Controlling Entity and are not primarily undertaken for the purpose of transferring Control of the Allocatee or the NMTC Allocation.; (g) the replacement of any key management officials (e.g., the Executive Director, the Chief Financial Officer, the Board Chairperson or their equivalents) that had been named in the Allocation Application; (h) the occurrence of any event described in 31 C.F.R. 19.350; or (i) such other events that may be determined by the Fund, in its sole discretion, to be material events, and for which the Fund issues related guidance.