Deliver Notice Sample Clauses
The Deliver Notice clause sets out the requirements and procedures for formally communicating important information between parties under a contract. It typically specifies acceptable methods of delivery, such as email, postal mail, or courier, and may require notices to be sent to designated addresses or contacts. By establishing clear rules for how and when notices are considered received, this clause ensures that both parties are properly informed of critical developments, reducing the risk of misunderstandings or disputes over whether communication was effectively made.
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. 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, 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. Forthwith upon learning of any of the following, Duramed shall deliver written notice thereof to W-L, ▇▇scribing 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 Borrowers 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 either Borrower or against either 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 either Borrower to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of either Borrower to perform the transactions contemplated by this Loan Agreement, or would materially and adversely affect either Borrower’s business, operations, properties, assets or condition.
Deliver Notice. Immediately upon learning of any of the following, deliver written notice thereof to the Director, describing the same and the steps being taken by the Guarantor with respect thereto:
(i) The occurrence of any Event of Default (as defined herein) hereunder or an event or circumstance that would constitute such an Event of Default, but for the requirement that notice be given, time elapse or otherwise; or
(ii) Any action, suit or proceeding by the Guarantor or against the Guarantor at law or in equity, or before any governmental instrumentality or agency, is instituted or threatened in writing which, if adversely determined, would materially and adversely affect the Guarantor’s businesses, operations, properties, assets or condition (financial or otherwise).
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 the Director, describing the same and any steps being taken by the Borrower with respect thereto:
(A) the occurrence of an Event of Default hereunder or an event or circumstance which would constitute an Event of Default hereunder, but for the requirement that notice be given or time elapse or both;
(B) any action, suit or proceeding by or against the Borrower, or, as applicable, by or against the Lessee, ATSG, the Operating Company or other user or users of the Project, 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, the Lessee, the Operating Company or other user or users of the Project, to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of the Borrower or the Lessee to perform the transactions contemplated by the Loan Documents or the Operative Documents, or would materially and adversely affect the business, operations, properties, assets or condition (financial or otherwise) of the Borrower, the Lessee, ATSG or the Operating Company; or
(C) the occurrence of a Reportable Event, as defined in ERISA, under, or the institution of any steps to terminate, any plan maintained for the employees of the Lessee, the Operating Company or ATSG and covered by Title IV of ERISA (a “Plan”) as to which the Lessee, the Operating Company or ATSG may be liable; and
Deliver Notice. Within three days of learning of any of the following, deliver written notice thereof to the Director, describing the same and the steps being taken by Tenant 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, or
(B) any action, suit or proceeding by Tenant or any other Guarantor or against Tenant or any other Guarantor 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 Tenant to carry on the business which is contemplated in connection with the Project or would materially impair the right or ability of Tenant or any other Guarantor to perform the transactions contemplated by this Lease Agreement, the Guaranty or any of the other Operative Documents to which it a party, or would materially and adversely affect Tenant’s or any other Guarantor’s business, operations, properties, assets or condition, or
(C) the occurrence of a Reportable Event, as defined in ERISA, under, or the institution of steps by Tenant or any other Guarantor to withdraw from, or the institution of any steps to terminate, any Plan as to which Tenant or any other Guarantor may have a material liability.