Common use of Deliver Notice Clause in Contracts

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 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 BorrowerXxxxxxxx’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 BorrowerXxxxxxxx’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 Borrower with respect thereto: (i) The closing or liquidation of the BorrowerBorrower or the Fund; 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 the Fund or against Borrower or the Fund 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 Borrowerthe Fund’s portfolio companies; or (vii) Any litigation, arbitration, action, investigation or other proceeding commenced against any of Borrowerthe Fund’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 BorrowerXxxxxxxx’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 Forthwith upon learning of any of the following, the Borrower, any Management Company, any Licensee, and/or Balanced Care shall deliver written notice thereof to the DirectorOcwen, describing the same and the steps being taken by the Borrower Borrower, a Licensee, a Management Company, or Balanced Care with respect thereto: (ia) 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, given or time elapse of time or otherwise; orboth; (iiib) Any any action, suit or proceeding proceeding, by Borrower or against Borrower any member of the Obligated Group at law or in equity, or before any Governmental Authoritygovernmental instrumentality or agency, instituted or threatened any of the same which may be threatened, and which, if adversely determined, would materially impair the right or ability of the Borrower member of the Obligated Group to carry on its respective business or the business of a Project Property, or would materially impair the right or ability of a member of the Obligated Group to perform its respective obligations under the Loan Transaction Documents, or would materially and adversely affect the business, operations, properties, assets or condition of a Project Property or of a member of the Obligated Group; (c) any change in the state of incorporation, name, address, identity or structure of a member of the Obligated Group, in accordance with Section 4 of the Negative Covenants set forth on Exhibit B; (d) any uninsured or partially uninsured loss through fire, theft, liability or property damage which may have an adverse material effect on any of the Obligated Group's financial condition or operations; (e) any claim, action, suit, or proceeding (whether by or against a member of the Obligated Group), whether at law or in equity, or before any court, proceeding, governmental instrumentality, agency, or otherwise, relating to any license, permit, certification or other authorization (including but not limited to those under Certificate of Need Law and the Medicare and Medicaid Programs, if applicable) required for the Borrower, a Management Company or Licensee to operate any Project Property or facilities located thereon, as a health care facility or long-term care facility, or any material change in the manner, method or procedure of Medicare reimbursement or Medicaid reimbursement in the State of Ohio or State of Pennsylvania, in the event the facilities become providers under such programs, or notice from any governmental or public body, agency or instrumentality that any of the Borrower, a Management Company, or Licensee, or any Project Property, is proposed to be excluded, suspended or debarred from any governmental health care program, alleging that the Project Property is operating under any deficiencies which have not been cured by, or cannot be cured by, any of Borrower, a Management Company, or Licensee in sufficient time to prevent a revocation of any necessary license, permit, certification or authorization, or advising that any of the Borrower, a Management Company, or Licensee is not in compliance with statutes or regulations affecting its operations, including statutes and regulations under the Medicare and Medicaid programs, if applicable; or (ivf) The occurrence within 30 days after receipt thereof, any written notice or communication from the Department of Health of Ohio or the Department of Public Welfare of Pennsylvania or any other governmental authority having jurisdiction over any of the Borrower, the Management Companies, and the Licensee, or any Project Property (other than notices or communications of a Reportable Event underroutine nature, including annual surveys, that do not threaten any administrative, regulatory or other legal proceeding against any of the Borrower, a Management Company, the Licensee, 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 satisfiedProject Property).