Deliver Notice. Promptly upon learning of any of the following, deliver written notice thereof to the Director, describing the same and the steps being taken by the Borrower with respect thereto:
(i) The closing or liquidation of the Borrower; or
(ii) The occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given, elapse of time or otherwise; or
(iii) Any action, suit or proceeding by Borrower or against Borrower at law or in equity, or before any Governmental Authority, instituted or threatened which, if adversely determined, would materially impair the right or ability of the Borrower to perform its obligations under the Loan Documents; or
(iv) The occurrence of a Reportable Event under, or the institution of steps by the Borrower to withdraw from, or the institution of any steps to terminate, any Plan as to which the Borrower may have liability; or
(v) Any communication affecting the Borrower in a materially adverse manner, and the Borrower will promptly respond fully to any inquiry of the Director made with respect thereto; or
(vi) Any adverse report in the public domain regarding one of Borrower’s portfolio companies; or
(vii) Any litigation, arbitration, action, investigation or other proceeding commenced against any of Borrower’s portfolio companies that is reasonably likely to have a material adverse effect on the portfolio company. For the avoidance of doubt, (A) any investigation or action by a governmental entity or regulatory body, or (B) any proceeding, in each case, alleging fraud, illegal payments, corrupt practices, securities violations or knowing violations of the law shall be deemed material and shall trigger the notice obligation under this paragraph; or
(viii) Any circumstances inconsistent with Borrower’s application and materially affecting performance under this Agreement; or
(ix) If Borrower determines that its Cost Share commitment under this Agreement will not be satisfied.
Deliver Notice. Forthwith upon learning of any of the following, deliver written notice thereof to the Director, describing the same and the steps being taken by the Company with respect thereto:
(i) the occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given, elapse of time or otherwise; or
(ii) any action, suit or proceeding by it or against it at law or in equity, or before any governmental instrumentality or agency, instituted or threatened which, if adversely determined, would materially impair the right or ability of the Company to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of the Company to perform the transactions contemplated by the Loan Documents, or would materially and adversely affect its business, operations, properties, assets or condition; or
(iii) the occurrence of a Reportable Event under, or the institution of steps by the Company to withdraw from, or the institution of any steps to terminate, any Plan as to which the Company may have liability; or
(iv) any material communication affecting the Project, the Project Site or the DCB Loan Documents, and the Company will promptly respond fully to any inquiry of the Director made with respect thereto.
Deliver Notice. Promptly upon learning of any of the following, deliver written notice thereof to the Director, describing the same and the steps being taken by the Company with respect thereto:
(i) the occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both; or
(ii) any action, suit or proceeding by or against the Company at law or in equity, or before any governmental instrumentality or agency, instituted or to the knowledge of the Company threatened which, if adversely determined, would materially impair the right or ability of the Company to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of the Company to perform the transactions contemplated by the Loan Documents or Senior Note Documents, or would materially and adversely affect the Company's business, operations, properties, assets or condition; or
(iii) the occurrence of a Reportable Event, as defined in ERISA, under, or the institution of steps by the Company to withdraw from, or the institution of any steps to terminate, any Plan, as defined in Section 4.2(d) hereof, as to which the Company may have liability; or
(iv) any material communication affecting the Project, the Project Site or the Senior Note Documents, and the Company will promptly respond fully to any inquiry of the Director made with respect thereto.
Deliver Notice. Forthwith upon learning of any of the following, Duramed shall deliver written notice thereof to W-L, xxscribing the same and the steps being taken by Duramed with respect thereto:
(a) the occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both;
(b) any action, suit or proceeding, by it or against it at law or in equity, or before any governmental instrumentality or agency, or any of the same which may be threatened, and which, if adversely determined, would materially impair the right or ability of Duramed to carry on its business or would materially impair the right or ability of Duramed to perform its obligations under this Agreement and the Other Loan Documents, or would materially and adversely affect its business, operations, properties, assets or condition;
(c) any change in the name, address, identity or structure of Duramed; or
(d) any uninsured or partially uninsured loss through fire, theft, liability or property damage which may have an adverse material effect on Duramed's financial condition or operations.
Deliver Notice. Forthwith upon learning of any of the following, deliver written notice thereof to Lender, describing the same and the steps being taken by Borrower with respect thereto:
(i) the occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both, or
(ii) any action, suit or proceeding by or against Borrower at law or in equity, or before any governmental instrumentality or agency, instituted or threatened which, if adversely determined, would materially impair the right or ability of Borrower to perform his obligations hereunder.
Deliver Notice. Forthwith upon learning of any of the following, deliver written notice thereof to the Director, describing the same and the steps being taken by the Company with respect thereto:
(i) the occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both, or
(ii) any action, suit or proceeding by the Company or against the Company at law or inequity, or before any governmental instrumentality or agency, instituted or threatened which, if adversely determined, would materially impair the right or ability of the Company to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of the Company to perform the transactions contemplated by this Loan Agreement, or would materially and adversely affect the Company’s business, operations, properties, assets or condition.
Deliver Notice. Forthwith upon learning of any of the following, deliver written notice thereof to ODOT, describing the same and the steps being taken by the City with respect thereto:
(1) the occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given, elapse of time or otherwise; or
(2) any action, suit or proceeding by or against the City at law or in equity, or before any governmental instrumentality or agency, instituted or threatened which, if adversely determined, would materially impair the right or ability of the City to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of the City to perform the transactions contemplated by the Loan Documents, or Security Documents, or would materially and adversely affect the City’s business, operations, properties, assets or condition;
(3) any material communication adversely affecting the Project, and the City will promptly respond fully to any inquiry of ODOT made with respect thereto.
Deliver Notice. Forthwith upon learning of any of the following, deliver written notice thereof to the Director, describing the same and the steps being taken by the Company with respect thereto:
(i) the occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both, or
(ii) any action, suit or proceeding by it or against it at law or in equity, or before any governmental instrumentality or agency, instituted or threatened which, if adversely determined, would materially impair the right or ability of the Company to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of the Company to perform the transactions contemplated by the Loan Documents, or would materially and adversely affect its business, operations, properties, assets or condition, or
(iii) the occurrence of a Reportable Event, as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), under, or the institution of steps by the Company to withdraw from, or the institution of any steps to terminate, any employee benefit plan as to which the Company may have liability.
Deliver Notice. Promptly deliver to the Lender a copy of each notice, certificate, request or communication given or received by it under or in connection with the Loan, and forthwith upon learning of any of the following, deliver written notice thereof to the Lender, describing the same and the steps being taken by the Borrower with respect thereto:
(i) the occurrence of an Event of Default or an event or circumstance which would constitute an Event of Default, but for the requirement that notice be given or time elapse or both; or
(ii) any action, suit or proceeding at law or in equity or before any governmental instrumentality or agency, instituted or threatened which, if adversely determined, would materially impair the right or ability of the Borrower to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of the Borrower to perform the transactions contemplated by the Loan Documents, or would materially and adversely affect the business, operations, properties, assets or condition of the Borrower; or
(iii) the occurrence of a Reportable Event under, or the institution of steps by the Borrower to withdraw from, or the institution of any steps to terminate, any Plan as to which the Borrower may have liability.
Deliver Notice. Forthwith upon learning of any of the following, deliver written notice thereof Director, describing the same and the steps being taken by the Sublessee with respect thereto:
(A) the occurrence of an Event of Default under the Sublease or an event or circumstance which would constitute an Event of Default under the Sublease, but for the requirement that notice be given or time elapse or both, or
(B) any action, suit or proceeding by it or against it at law or in equity, or before any governmental instrumentality or agency, instituted or threatened which, if adversely determined, would materially impair the right or ability of the Sublessee to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of the Sublessee to perform the transactions contemplated by the Sublease, or would materially and adversely affect its business, operations, assets or condition, or
(C) the occurrence of a Reportable Event, as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), under, or the institution of steps by the Sublessee to withdraw from, or the institution of any steps to terminate, any employee benefit plan as to which the Sublessee may have liability.
