Common use of Environmental Disclosure Clause in Contracts

Environmental Disclosure. Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 13 contracts

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

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Environmental Disclosure. Borrower Each Credit Party will, and will cause each of its Subsidiaries to, deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of material environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatClaims; provided, individually however, that this Section 5.9(a)(i) shall not apply to communications covered by valid claims of attorney client privilege or in the aggregate, could reasonably be expected to result in a Material Adverse Effectattorney work product generated by legal counsel to Holdings or any of its Subsidiaries; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrower’s Holdings or any of its Subsidiaries’ discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant any Person bringing an Environmental Claim against Holdings or their representatives any of its Subsidiaries with respect to to: (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect; , (iv) prompt written notice describing in reasonable detail (12) any proposed acquisition of stockRelease required to be reported to any Governmental Authority, assets, or property by Borrower and (3) any written request for information from any Governmental Authority stating such Governmental Authority is investigating whether Holdings or any of its Subsidiaries that could reasonably may be expected to (A) expose Borrower or potentially responsible for any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse EffectHazardous Materials Activity; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 12 contracts

Samples: Amendment and Restatement Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc)

Environmental Disclosure. Borrower Holdings will deliver to the Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any material Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrower’s discovery any Executive Officer of Holdings or the Borrower obtaining knowledge of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any material Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail of (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent any Lender in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 7 contracts

Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)

Environmental Disclosure. Borrower Company will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereofpracticable, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or charactercharacter that are in the control of or are reasonably available to Company, whether prepared by personnel of Borrower Company or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, in any such case, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, and (2) any response or remedial action taken by Borrower Company or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims havingthat, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower Company or any of its Subsidiaries, a copy of any and all written communications (provided, however, that Company shall not be obligated under the foregoing provision to or from furnish any Governmental Authority or third party claimant or their representatives information that would result in its waiver of a privilege), with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local Governmental Authority that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, and (3) any request for information from any Governmental Authority that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that could reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Company or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could be reasonably be expected to result in have a Material Adverse Effect and (2) any proposed action to be taken by Borrower Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Company or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws and which could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a); provided, however, that Company shall not be obligated under the foregoing provision to furnish any information to the extent that furnishing such information would result in its waiver of a privilege.

Appears in 6 contracts

Samples: Credit and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Second Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), First Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)

Environmental Disclosure. The Borrower Representative will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower the Loan Parties or any of its their respective Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility Loan Party’s or any Subsidiary’s real property or with respect to any Environmental Claims thatClaims, individually or in the aggregateeach case, could that might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by any Loan Party or any of its Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by Borrower any Loan Party or any of its Subsidiaries or any other Person as a result Persons of which any Loan Party or any of its Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) Borrowerany Loan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower any Loan Party or any of its Subsidiaries, a copy of any and all non-privileged written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by any Loan Party or any Subsidiary to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to any Loan Party or any Subsidiary for information from any governmental agency that suggests such agency is investigating whether any Loan Party or any Subsidiary may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by Borrower any Loan Party or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower any Loan Party or any of its Subsidiaries to, or result in, Environmental Claims Liability that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower such Loan Party or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower any Loan Party or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, Law that are reasonably likely to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 6 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC)

Environmental Disclosure. In the case of the Borrower will Representative, deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental assessments, audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower any Group Member or by any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence knowledge of any Authorized Officer of any Borrower thereof, written notice describing in reasonable detail relating to (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower any Loan Party or any other Person as a result of in response to (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws in a manner that, individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse EffectEffect or (4) the imposition or written threat of any imposition of any Lien (other than a Permitted Lien) on any Collateral pursuant to any Environmental Law; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesGroup Member, a copy of (1) any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result have a Material Adverse Effect, (2) any report sent to any Governmental Authority or other material written communications regarding a Release required to be reported to such Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and (3) any material written communications responding to any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Group Member may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice (delivered in each instance as soon as practicable) describing in reasonable detail (1) any proposed acquisition of stock, assets, or other property by Borrower or any of its Subsidiaries Group Member that could would reasonably be expected to (A) expose Borrower or any of its Subsidiaries Group Member to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries Group Member to modify current operations in a manner that could would reasonably be expected to subject Borrower any Group Member to Environmental Claims that, individually or any of its Subsidiaries to any additional obligations or requirements under any Environmental Lawsin the aggregate, to the extent any such obligation or requirement could would reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 5 contracts

Samples: Credit and Guaranty Agreement (PVH Corp. /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, character (whether prepared by personnel of the Borrower or any of its Subsidiaries or, to the extent in Borrower’s Restricted Subsidiary or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, ) with respect to significant environmental environmental, health or safety conditions or compliance matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon an Authorized Officer of Holdings or the occurrence Borrower obtaining knowledge thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2B) any response or remedial action taken by the Borrower or any other Person as a result of in response to (A1) any Hazardous Materials present or Released at any real property which presence, Release or remedial action has a Facility the existence reasonable possibility of which could reasonably be expected to result resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (4C) Holdings or the Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;Laws; and (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its SubsidiariesRestricted Subsidiary, a copy of any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse Effect; , (iv) prompt written notice describing in reasonable detail (1B) any proposed acquisition of stockRelease required to be reported to any Governmental Authority, assets, or property by and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Borrower or any Restricted Subsidiary may be potentially responsible for any Hazardous Materials Activity and which has a reasonable possibility of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result resulting in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 5 contracts

Samples: Abl Credit and Guaranty Agreement (QualTek Services Inc.), Term Credit and Guaranty Agreement (QualTek Services Inc.), Abl Credit and Guaranty Agreement (QualTek Services Inc.)

Environmental Disclosure. Borrower Company will deliver to Administrative Agent and Lendersthe Purchasers: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Company or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Company or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse EffectEffect or resulting in liabilities that exceed $250,000, individually, or $500,000, in the aggregate for all such liabilities, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse EffectEffect or in liabilities that exceed $250,000, individually, or $500,000, in the aggregate for all such liabilities, and (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) BorrowerCompany’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Company or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse EffectEffect or to liabilities that exceed $250,000, individually, or $500,000, in the aggregate for all such liabilities, (2) any Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Company or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or result in liabilities that exceed $250,000, individually, or $500,000, in the aggregate for all such liabilities or (B) adversely affect the ability of Borrower Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Company or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent any Purchaser in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 5 contracts

Samples: Master Note Purchase Agreement (Ontrak, Inc.), Master Note Purchase Agreement (Ontrak, Inc.), Master Note Purchase Agreement (Ontrak, Inc.)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at the Borrower’s or any Facility other Loan Party’s real property or with respect to any Environmental Claims thatClaims, individually or in the aggregateeach case, could that would reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by the Borrower or any of its Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could that would reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by the Borrower or any of its Subsidiaries or any other Person as a result Persons of which the Borrower or any of its Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activities, the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims havingthat would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) the Borrower’s discovery of any occurrence or condition arising under Environmental Law or relating to Hazardous Materials on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably would be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all non-privileged written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in give rise to a Material Adverse Effect, (B) any Release required to be reported by the Borrower or any of its Subsidiaries to any federal, state or local governmental or regulatory agency that would reasonably be expected to have a Material Adverse Effect, and (C) any request made to the Borrower or any of its Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which would reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by the Borrower or any of its Subsidiaries that could would reasonably be expected to (A) expose the Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could Law that would reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 4 contracts

Samples: Incremental Joinder to First Lien Credit Agreement (Post Holdings, Inc.), Second Lien Credit Agreement, First Lien Credit Agreement (Post Holdings, Inc.)

Environmental Disclosure. Borrower The Issuer will deliver to Administrative Agent and LendersHolders: (i) as soon as practicable following receipt thereofthereof by any Note Party, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower any Note Party or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or any Oil and Gas Properties of any Note Party or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any federal, state or local Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2B) any response or remedial action taken by Borrower any Note Party or any other Person as a result of (A) in response to any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse EffectClaims, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims, and (4C) Borrowerany Note Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility or any Oil and Gas Property that could reasonably be expected to cause such Facility or such Oil and Gas Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower any Note Party or any of its Subsidiariesoperator, a copy of any and all written communications with respect to (A) any Environmental Claims, (B) any Release required to be reported to any federal, state or local Governmental Authority, and (C) any request for information from any Governmental Authority or third party claimant or their representatives with respect to that suggests such agency is investigating whether any Environmental Claims that, individually or in the aggregate, could reasonably Note Party may be expected to result in a Material Adverse Effect;potentially responsible for any Hazardous Materials Activity; and (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries Note Party that could reasonably be expected to (A1) expose Borrower or any of its Subsidiaries Note Party to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B2) adversely affect the ability of Borrower or any of its Subsidiaries Note Party to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2B) any proposed action to be taken by Borrower or any of its Subsidiaries Note Party to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries Note Party to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 4 contracts

Samples: Note Purchase Agreement (Energy & Exploration Partners, Inc.), Note Purchase Agreement (Energy & Exploration Partners, Inc.), Note Purchase Agreement (Energy & Exploration Partners, Inc.)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, that could reasonably be expected to result in a Material Adverse EffectHoldings or any of its Subsidiaries incurring liability or expenses in excess of $5,000,000; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws thatthat could reasonably be expected to give rise to Environmental Claims resulting in Holdings or any of its Subsidiaries incurring liability or expenses in excess of $5,000,000, individually (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the aggregate, existence of which has a reasonable possibility of resulting in one or more Environmental Claims that could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of (A) any Hazardous Materials at a Facility the existence its Subsidiaries incurring liability or expenses in excess of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect$5,000,000, or (B) any Environmental Claims that, individually or in the aggregate, that could reasonably be expected to result in a Material Adverse EffectHoldings or any of its Subsidiaries incurring liability or expenses in excess of $5,000,000, and (3) Borrower’s discovery of any occurrences Holdings’ or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility Real Estate Asset that could cause such Facility Real Estate Asset or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, that could reasonably be expected to result in a Material Adverse EffectHoldings or any of its Subsidiaries incurring liability or expenses in excess of $5,000,000, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency that could reasonably be expected to give rise to Environmental Claims resulting in Holdings or any of its Subsidiaries incurring liability or expenses in excess of $5,000,000, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that could reasonably be expected to give rise to Environmental Claims resulting in Holdings or any of its Subsidiaries incurring liability or expenses in excess of $5,000,000; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually result in Holdings or any of its Subsidiaries incurring liability or expenses in the aggregate, a Material Adverse Effect excess of $5,000,000 or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws that could reasonably be expected to result in a Material Adverse EffectHoldings or any of its Subsidiaries incurring liability or expenses in excess of $5,000,000; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Second Lien Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Second Lien Credit and Guaranty Agreement (Boise Inc.)

Environmental Disclosure. Borrower will deliver to Administrative Agent (and Lenders:Administrative Agent shall deliver to the Lenders and, if so requested, the Issuing Banks): (i) as soon as reasonably practicable following receipt thereof, copies of all written reports of environmental audits, investigations or assessments, investigations, analyses of any kind or character, whether and reports prepared by personnel of any independent consultants (excluding, for clarity, legal counsel) with respect to any (A) significant environmental matters at or related to any property owned or occupied by Borrower or any of its Subsidiaries orthat, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatsuch case, individually or in the aggregate, could would reasonably be expected to result have a Material Adverse Effect, or (B) Environmental Claims against Borrower that, in any such case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (ii) promptly upon as soon as reasonably practicable following the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could that would reasonably be expected to result in have a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result violation of (A) any Hazardous Materials at a Facility the existence of which could applicable Environmental Laws that would reasonably be expected to result in one or more Environmental Claims having, individually or in have a Material Adverse Effect and (3) any remedial action relating to any of the aggregate, foregoing that would reasonably be expected to have a Material Adverse Effect; (iii) as soon as reasonably practicable following the sending or receipt thereof by Borrower, or a copy of any and all material written communications with respect to (B1) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse Effect, Effect and (32) Borrower’s discovery of any occurrences or conditions at any Facility Release by Borrower that, individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence in each case that are from or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant bringing such Environmental Claim or their representatives with respect alleging such Release; (iv) reasonably prompt written notice describing in reasonable detail any proposed acquisition of stock, assets or property by Borrower that would reasonably be expected to any expose Borrower to, or result in, Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other material documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.8(a).

Appears in 4 contracts

Samples: Revolving Credit Agreement (Cheniere Energy, Inc.), Revolving Credit Agreement (Cheniere Energy, Inc.), Revolving Credit Agreement (Cheniere Energy Inc)

Environmental Disclosure. Borrower Provided that the Company and its Subsidiaries shall not be required to compromise in any way their attorney-client privilege (except that such attorney-client privilege shall not be asserted in connection with any environmental audits, investigations, analyses and reports of any kind or character prepared by a third party that is not legal counsel for the Company or any of its Subsidiaries), the Company will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower the Company or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at relating to the Company or any of its Subsidiaries or any Real Property Facility or with respect to any Environmental Claims that, individually or in the aggregate, could that would reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon a Responsible Officer, the occurrence Vice President (Facilities/Environmental, Health and Safety/Real Estate) or Senior Manager (Corporate Environmental, Health and Safety) obtaining knowledge thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in unless the aggregate, could Company reasonably determines that such Release would not reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by any Borrower or any other Person as a result of in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could would reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) any Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Real Property Facility that could cause such Real Property Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatLaws, except to the extent that such restrictions, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower the Company or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, (B) any Release required to be reported to any Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that would reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, assets or property by Borrower the Company or any of its Subsidiaries that could would reasonably be expected to (A1) expose Borrower the Company or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B2) adversely affect the ability of Borrower the Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2B) any proposed action to be taken by Borrower the Company or any of its Subsidiaries to modify current operations in a manner that could would reasonably be expected to subject Borrower the Company or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could Laws that would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a6.09(a).

Appears in 4 contracts

Samples: Refinancing Amendment (Hologic Inc), Refinancing Amendment (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required of Hazardous Materials that could reasonably be expected to require a Remedial Action or give rise to Environmental Liabilities or Environmental Claims that could reasonably be reported to any Governmental Authority under any applicable Environmental Laws thatexpected to, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (2) any response or remedial action taken by Borrower Environmental Claim brought against Holdings or any other Person as a result of (A) any Hazardous Materials at a Facility the existence of which its Subsidiaries that could reasonably be expected to result in one or more Environmental Claims havingto, individually or in the aggregate, have a Material Adverse Effect, Effect or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences Holdings’ or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatthat could reasonably be expected to, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iiiii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from with any Governmental Authority or third party claimant or their representatives other Person with respect to (1) any Environmental Claims thatthat could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (2) any Release of Hazardous Materials that could reasonably be expected to result to, individually or in the aggregate, have a Material Adverse Effect, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Release of Hazardous Materials that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (iviii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Liability or Environmental Claims that could reasonably be expected to haveto, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in have a Material Adverse Effect and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material Environmental Liabilities or other material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws which in either case could reasonably be expected to result to, individually or in the aggregate, have a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested in writing by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD)

Environmental Disclosure. Borrower The Borrowers will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of non-privileged environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of a Borrower or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility the Borrowers’ real property or with respect to any Environmental Claims that, individually or in the aggregateeach case, could might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by a Borrower or any of its Restricted Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by a Borrower or any of its Restricted Subsidiaries or any other Person as of which a result Borrower or any of its Restricted Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activity the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result has a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) Borrower’s discovery by any Borrower of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by any Borrower or any of its SubsidiariesRestricted Subsidiary, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by any Borrower or any Restricted Subsidiary to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to any Borrower or any Restricted Subsidiary for information from any governmental agency that suggests such agency is investigating whether any Borrower or any Restricted Subsidiary may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by a Borrower or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose a Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower the Borrowers or any of its their Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject any Borrower or any of its Restricted Subsidiaries to any additional obligations or requirements under any Environmental Laws, Law that are reasonably likely to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 4 contracts

Samples: Incremental Amendment to Credit Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Parent, Inc.)

Environmental Disclosure. Parent Borrower will shall deliver to Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Parent Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, which could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, and (43) Borrowerany Credit Party’s or any of its Subsidiaries’ discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;Laws; and (iiiii) as soon as practicable following the sending or receipt thereof by Parent Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or Effect, (B2) adversely affect the ability of any Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that would reasonably suggest that such agency is investigating whether Parent Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to potentially responsible for any matters disclosed pursuant to this Section 5.9(a)Hazardous Materials Activity.

Appears in 4 contracts

Samples: Credit Agreement (AMC Networks Inc.), Credit and Guaranty Agreement (RLJ Entertainment, Inc.), Credit and Guaranty Agreement (RLJ Entertainment, Inc.)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and LendersAgent: (ia) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at the Borrower’s or any Facility other Loan Party’s real property or with respect to any Environmental Claims thatClaims, individually or in the aggregateeach case, could that would reasonably be expected to result in have a Material Adverse Effect; (iib) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by the Borrower or any of its Restricted Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could that would reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by the Borrower or any of its Restricted Subsidiaries or any other Person as a result Persons of which the Borrower or any of its Restricted Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activities, the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B2) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operationsClaims that, individually or in the absence of which could aggregate, would reasonably be expected to result in a Material Adverse Effect and (2C) the Borrower’s discovery of any occurrence or condition arising under Environmental Law or relating to Hazardous Materials on any real property adjoining or in the vicinity of any facility that reasonably would be expected to have a Material Adverse Effect; (c) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Restricted Subsidiaries, a copy of any and all non-privileged written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, would reasonably be expected to give rise to a Material Adverse Effect, (B) any Release required to be reported by the Borrower or any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency that would reasonably be expected to have a Material Adverse Effect, and (C) any request made to the Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which would reasonably be expected to have a Material Adverse Effect; (d) prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to expose the Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (B) any proposed action to be taken by the Borrower or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could Law that would reasonably be expected to result in have a Material Adverse Effect; and (ve) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a)6.13.

Appears in 3 contracts

Samples: Credit Agreement (Post Holdings, Inc.), Credit Agreement (Post Holdings, Inc.), Credit Agreement (Bellring Brands, Inc.)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, in either case, would be reasonably likely to result, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon as soon as practicable following the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws thatthat could reasonably be expected to result, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (42) Borrower’s discovery any remedial action taken by Holdings or any other Person in connection with a violation of applicable Environmental Law or the Release of any occurrence or condition on any real property adjoining or Hazardous Materials, which in the vicinity of any Facility that could cause such Facility or any part thereof either event would be reasonably likely to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatresult, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect and (2) any Release required to be reported to any Governmental Authority that could reasonably be expected to result result, individually or in the aggregate, in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which operations that could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Terraform Global, Inc.), Credit and Guaranty Agreement (TerraForm Power, Inc.), Credit and Guaranty Agreement (TerraForm Power, Inc.)

Environmental Disclosure. Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon an officer of Borrower obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be expected reported to result any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, has a reasonable possibility of resulting in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 3 contracts

Samples: Second Lien Credit and Guaranty Agreement (Movie Gallery Inc), Credit and Guaranty Agreement (Movie Gallery Inc), First Lien Credit and Guaranty Agreement (Movie Gallery Inc)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Subsidiaries or, to the extent in Borrower’s subsidiaries or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility the Borrower’s or its subsidiaries’ real property or with respect to any Environmental Claims or Environmental Liabilities that, individually or in the aggregate, could each case might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by the Borrower or any of its subsidiaries or any other Person as a result Persons of which the Borrower has knowledge in response to (A1) any Hazardous Materials at a Facility the existence of which Activities, (2) any Environmental Claim or (3) any Environmental Liability that in each case could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, have a Material Adverse Effect, or (BC) discovery by the Borrower or any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery its subsidiaries of any occurrence or condition on or at any Facility or any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatexpected, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiariessubsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in of the aggregate, following that could reasonably be expected to result in have a Material Adverse Effect: (A) any Environmental Claim, (B) any Release, (C) any Environmental Liability and (D) any request made to the Borrower or any of its subsidiaries for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Borrower or any of its subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by the Borrower or any of its Subsidiaries subsidiaries that could reasonably be expected to (A) expose the Borrower or any of its Subsidiaries subsidiaries to, or result in, Environmental Claims against the Borrower or any of its subsidiaries or any Environmental Liability that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by the Borrower or any of its Subsidiaries subsidiaries to modify current their operations in a manner that could reasonably be expected to subject the Borrower or any of its Subsidiaries subsidiaries to (x) any additional obligations or requirements under any Environmental LawsLaw or (y) Environmental Liability, to the extent any such obligation or requirement in each case, that could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 3 contracts

Samples: Term Loan Agreement (Daseke, Inc.), Term Loan Agreement (Daseke, Inc.), Term Loan Agreement (Daseke, Inc.)

Environmental Disclosure. Each Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of non-privileged environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of such Borrower or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility the applicable Borrower’s real property or with respect to any Environmental Claims that, individually or in the aggregate, could each case might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by such Borrower or any of its Restricted Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by such Borrower or any of its Restricted Subsidiaries or any other Person as a result of which such Borrower or any of its Restricted Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activity the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result has a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) Borrower’s discovery by such Borrower of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by such Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by such Borrower or any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to such Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether such Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by such Borrower or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose such Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by such Borrower or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject such Borrower or any of its Restricted Subsidiaries to any additional obligations or requirements under any Environmental Laws, Law that are reasonably likely to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 3 contracts

Samples: Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC)

Environmental Disclosure. The Borrower Agent will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower Agent or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility Borrower or with respect to any Environmental Claims thatClaims, individually or in the aggregateeach case, could that might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by any Borrower or any of its Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by Borrower Agent or any of its Subsidiaries or any other Person as a result Persons of which the Borrower Agent or any of its Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (4C) any Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by the Borrower Agent or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by the Borrower Agent or any of its Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to the Borrower Agent or any of its Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower Agent or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by the Borrower Agent or any of its Subsidiaries that could reasonably be expected to (A) expose the Borrower Agent or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by the Borrower Agent or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower Agent or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse EffectLaw; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 3 contracts

Samples: Abl Credit Agreement (Party City Holdco Inc.), Abl Credit Agreement (Party City Holdco Inc.), Abl Credit Agreement (Am-Source, LLC)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lendersthe Agent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility Holdings’ or its Restricted Subsidiaries’ real property or with respect to any Environmental Claims or Environmental Liabilities that, individually or in the aggregate, could each case might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could that would reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by Borrower Holdings or any of its Restricted Subsidiaries or any other Person as a result Persons of which Holdings has knowledge in response to (A1) any Hazardous Materials at a Facility the existence of which could Activities, (2) any Environmental Claim or (3) any Environmental Liability that in each case would reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, have a Material Adverse Effect, or (BC) discovery by Holdings or any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery its Restricted Subsidiaries of any occurrence or condition on or at any Real Property or any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to Real Property would be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatexpected, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower the Holdings or any of its Restricted Subsidiaries, a copy of any and all written communications with respect to any of the following that would reasonably be expected to have a Material Adverse Effect: (A) any Environmental Claim, (B) any Release, (C) any Environmental Liability and (D) any request made to Holdings or any of its Restricted Subsidiaries for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably of its Restricted Subsidiaries may be expected to result in a Material Adverse Effectpotentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Restricted Subsidiaries that could would reasonably be expected to (A) expose Borrower Holdings or any of its Restricted Subsidiaries to, or result in, Environmental Claims against Holdings or any of its Restricted Subsidiaries or any Environmental Liability that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower Holdings or any of its Restricted Subsidiaries to modify current their operations in a manner that could reasonably be expected to would subject Borrower Holdings or any of its Restricted Subsidiaries to (x) any additional obligations or requirements under any Environmental LawsLaw or (y) Environmental Liability, to the extent any such obligation or requirement could in each case, that would reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a)5.10.

Appears in 3 contracts

Samples: Credit Agreement (Concrete Pumping Holdings, Inc.), Credit Agreement (Concrete Pumping Holdings, Inc.), Credit Agreement (Concrete Pumping Holdings, Inc.)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required of Hazardous Materials that could reasonably be expected to require a Remedial Action or give rise to Environmental Liabilities or Environmental Claims that could reasonably be reported expected to any Governmental Authority under any applicable Environmental Laws thateither result in liability in excess of $20,000,000 or, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (2) any response or remedial action taken by Borrower Environmental Claim brought against Holdings or any other Person as a result of (A) any Hazardous Materials at a Facility the existence of which its Subsidiaries that could reasonably be expected to either result in one or more Environmental Claims havingliability in excess of $20,000,000 or, individually or in the aggregate, have a Material Adverse Effect, or (B) including any Environmental Claims thatrelated to the Release or presence of, individually or in the aggregateexposure to, could reasonably be expected to result in a Material Adverse Effectany Hazardous Materials, and (3) Borrower’s discovery of any occurrences Holdings’ or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatthat could either result in liability in excess of $20,000,000 or, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iiiii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from with any Governmental Authority or third party claimant or their representatives other Person with respect to (1) any Environmental Claims thatthat could reasonably be expected to either result in liability in excess of $20,000,000 or, individually or in the aggregate, have a Material Adverse Effect, (2) any Release of Hazardous Materials that could reasonably be expected to either result in liability in excess of $20,000,000 or, individually or in the aggregate, have a Material Adverse Effect, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Release of Hazardous Materials that could reasonably be expected to either result in liability in excess of $20,000,000 or, individually or in the aggregate, have a Material Adverse Effect; (iviii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Liability or Environmental Claims that could reasonably be expected to either result in liability in excess of $20,000,000 or have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material Environmental Liabilities or other material obligations or requirements under any Environmental LawsLaws or affect the ability of Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations which in case could either result in liability in excess of $20,000,000 or, to the extent any such obligation or requirement could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested in writing by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Senior Secured Super Priority Debtor in Possession and Exit Credit and Guaranty Agreement (Tronox Inc), Senior Secured Super Priority Debtor in Possession and Exit Credit and Guaranty Agreement (Tronox Inc)

Environmental Disclosure. In the case of the Borrower will Representative, deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of material, environmental assessments, audits, investigations or investigations, analyses of any kind or characterand reports, whether prepared by personnel of Borrower any Loan Party or any of its Subsidiaries or, to the extent in Borrower’s or by any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatClaims, individually or in the aggregate, could each case that are reasonably be expected likely to result in a Material Adverse Effectliability of $10,000,000 or more to any Group Member; (ii) promptly upon the occurrence or receipt thereof, written notice describing in reasonable detail relating to (1A) any Release required to be reported by any Loan Party or any of its Subsidiaries to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2B) any response or remedial action taken by Borrower any Loan Party or any other Person as a result of in response to (A1) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result has a reasonable likelihood of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable likelihood of resulting in a Material Adverse Effect, (3C) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) BorrowerLoan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in (D) the aggregate, could reasonably be expected imposition or written threat of any imposition of any Lien on any Collateral pursuant to result in a Material Adverse Effectany Environmental Law; (iii) as soon as practicable following the sending or receipt thereof by Borrower any Loan Party or any of its Subsidiaries, a copy of any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable likelihood of resulting in a Material Adverse Effect;, (B) any Release required to be reported by any Loan Party or any of its Subsidiaries to any Governmental Authority and (C) any written request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Loan Party or any of its Subsidiaries may be potentially responsible for the Release of any Hazardous Materials; and (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or other property by Borrower any Loan Party or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower any Loan Party or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect have a Material Adverse Effect on the ability of Borrower any Loan Party or any of its Subsidiaries to maintain in full force and effect all Governmental Authorizations required under any applicable Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Grifols SA), Credit and Guaranty Agreement (Grifols Germany GmbH)

Environmental Disclosure. Borrower will deliver Deliver to Administrative Agent and LendersLender: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon an officer of any Credit Party obtaining knowledge of the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower any Credit Party or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims havingresulting in, individually or in the aggregate, a Material Adverse EffectChange, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse EffectChange, and (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) BorrowerCredit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesCredit Party, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse EffectChange, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether any Credit Party or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, has a reasonable possibility of resulting in a Material Adverse Change; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect Change or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations Approvals required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent Lender in relation to any matters disclosed pursuant to this Section 5.9(a6.11(a).; Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly take any and all actions necessary to (i) cure any violation of applicable Environmental Laws by Borrower or any of its Subsidiaries that could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change;

Appears in 2 contracts

Samples: Loan and Security Agreement (Novocure LTD), Loan and Security Agreement (Novocure LTD)

Environmental Disclosure. Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Company or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Company or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrower’s Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Company or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Company or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Company or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.8(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Allegiance Telecom Inc), Credit and Guaranty Agreement (Allegiance Telecom Inc)

Environmental Disclosure. Provided that the Borrower shall not be required to compromise in any way its attorney-client privilege (except that such attorney-client privilege shall not be asserted in connection with any environmental audits, investigations, analyses and reports of any kind or character prepared by a third party that is not legal counsel for the Borrower or any of its Subsidiaries), the Borrower will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at relating to the Borrower or any of its Subsidiaries or any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could that would reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon an Authorized Officer, the occurrence Corporate Director (Facilities/Environmental, Health and Safety/Real Estate) or Senior Manager (Corporate Environmental, Health and Safety) obtaining knowledge thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in unless the aggregate, could Borrower reasonably determines that such Release would not reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by the Borrower or any other Person as a result of in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could would reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) the Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatLaws, except to the extent that such restrictions, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, (B) any Release required to be reported to any Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that would reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, assets or property by the Borrower or any of its Subsidiaries that could would reasonably be expected to (A1) expose the Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B2) adversely affect the ability of the Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2B) any proposed action to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that could would reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could Laws that would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Gen Probe Inc)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of non-privileged environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at the Borrower’s or any Facility Restricted Subsidiaries’ Facilities, or with respect to any Environmental Claims that, individually or in the aggregate, could each case might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by the Borrower or any of its Restricted Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by the Borrower or any of its Restricted Subsidiaries or any other Person as a result of which the Borrower or any of its Restricted Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activity the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result has a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) Borrower’s discovery by the Borrower or any subsidiary of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by the Borrower or any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to the Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by the Borrower or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose the Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by the Borrower or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to any additional obligations or requirements under any Environmental Laws, Law that are reasonably likely to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 2 contracts

Samples: Term Loan Credit Agreement (PQ Group Holdings Inc.), Term Loan Credit Agreement (PQ Group Holdings Inc.)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrowerany Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Meridian Waste Solutions, Inc.), Credit and Guaranty Agreement (Meridian Waste Solutions, Inc.)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required of Hazardous Materials, which has a reasonable possibility of resulting in one or more Environmental Claims that could reasonably be expected to be reported to any Governmental Authority under any applicable Environmental Laws thathave a Material Adverse Effect or otherwise having, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (2) any response or remedial action taken by the Borrower or any other Person as a result on behalf of the Borrower or any Subsidiary in response to (A) any past, current, or threatened in writing event or occurrence involving any Hazardous Materials at a Facility Materials, and any corrective action or response action with respect to any such event or occurrence, the existence of which could reasonably be expected to result in one or more Environmental Claims havingor otherwise have, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iiiii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (2) any Release of Hazardous Materials, which could reasonably be expected to result in one or more Environmental Claims that could reasonably be expected to have a Material Adverse Effect or otherwise have, individually or in the aggregate, a Material Adverse Effect and (3) any occurrence or condition on any real property adjoining, or in the vicinity of, any real property which could reasonably be expected to result in one or more Environmental Claims or otherwise have, individually or in the aggregate, a Material Adverse Effect; (iviii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by the Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, in Environmental Claims that the existence of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of the Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations all material governmental authorizations required under any Environmental Laws for their respective operations, the absence of which except as could otherwise not reasonably be expected to result in have a Material Adverse Effect and (2) any proposed action to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement existence of which could reasonably be expected to result in one or more Environmental Claims or otherwise have, individually or in the aggregate, a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a6.16(a).

Appears in 2 contracts

Samples: Credit Agreement (Employers Holdings, Inc.), Credit Agreement (Employers Holdings, Inc.)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or charactercharacter other than routine sampling, monitoring or similar activities required by a Governmental Authority, whether prepared by personnel of the Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported by the Borrower or any Subsidiary to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by the Borrower or any other Person as Subsidiary at or concerning a result of Facility in response to (A) any Release of Hazardous Materials at a Facility Materials, the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result has a reasonable possibility of resulting in a Material Adverse Effect, Effect and (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result has a reasonable possibility of resulting in a Material Adverse Effect, (2) any Release required to be reported by the Borrower or any Subsidiary to any federal, state or local governmental or regulatory agency and (3) any request for information from any governmental agency that reasonably suggests such agency is investigating whether the Borrower or any of its Subsidiaries may be potentially responsible for any Release of Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail of (1) any proposed acquisition of stock, assets, assets or property by the Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose the Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of the Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a7.09(a).

Appears in 2 contracts

Samples: Credit Agreement (HealthSpring, Inc.), Credit Agreement (HealthSpring, Inc.)

Environmental Disclosure. Borrower Holdings will deliver make available to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of material environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries oror by independent consultants, to governmental authorities or any other Persons in the extent in Borrower’s possession of Holdings or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3) Borrower’s discovery of any occurrences Holdings or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s Borrowers’ discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatLaws, except as could not, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims thatClaims, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity, in each case which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which operations that could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws that could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: First Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.), First Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.)

Environmental Disclosure. Borrower The Borrowers will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all material environmental written reports of environmental notices, audits, investigations or investigations, studies, reviews, analyses and reports of any kind or character, whether prepared by personnel of Borrower the Borrowers or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatClaims, individually Hazardous Substances Activity, Remediation, or in the aggregateactual or alleged violations or noncompliance with of Environmental Laws at or affecting any Real Estate Asset, could any of which would reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken Remediation required to be undertaken by Borrower the Borrowers or any other Person as a result of in response to (Ax) any Hazardous Materials at a Facility Substances Activities the existence of which could reasonably be expected has a reasonable likelihood to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (By) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable likelihood of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (4z) Borrower’s discovery the Borrowers’ actual knowledge of any occurrence or condition on any real property adjoining or in the vicinity of any Facility Real Estate Asset that could would reasonably be expected to cause such Facility Real Estate Asset or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesBorrower, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable likelihood of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority and (3) any written request for information from any Governmental Authority that evidences that such Governmental Authority is investigating whether any Borrower may be potentially responsible for any Hazardous Substances Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by any Borrower or any of its Subsidiaries that could would reasonably be expected to (Ax) expose a Borrower or any of its Subsidiaries Subsidiary Owner to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect, or (By) adversely affect the ability of any Borrower or any of its Subsidiaries Subsidiary Owner to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their its respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect ; and (2) any proposed action to be taken by any Borrower or any of its Subsidiaries Subsidiary Owner materially to modify current operations in a manner that could would reasonably be expected to subject a Borrower or any of its Subsidiaries Subsidiary Owner to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other material documents and information as from time to time reasonably may be reasonably requested by Administrative Agent or any Lender in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Dip Credit Agreement (Hospitality Investors Trust, Inc.), Restructuring Support Agreement (Hospitality Investors Trust, Inc.)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports (including any Phase I Reports) of any kind or character, whether prepared by personnel of the Borrower or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant material environmental matters at any Facility or with respect to any material Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually (or any Governmental Authorization issued thereunder) other than any Release (A) that occurred in the aggregateordinary course of business and in material compliance with Environmental Law, or (B) that could not reasonably result in an Environmental Claim that could reasonably be expected to result in have a Material Adverse Effect, (2) any response or remedial action taken by Borrower the Borrower, any of its Restricted Subsidiaries or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence or occurrence of which could reasonably be expected to result in one or more Environmental Claims having, or reasonably be expecting to have, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (43) the Borrower’s or any of its Restricted Subsidiaries’ discovery of any occurrence or condition on any Facility or real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatwhich, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as reasonably practicable following the sending or receipt thereof by the Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (2) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; provided that in any event the Borrower shall deliver to the Administrative Agent all notices received by the Borrower or any of its Restricted Subsidiaries from any Governmental Authority under, or pursuant to, CERCLA which identify the Borrower or any of its Restricted Subsidiaries as potentially responsible parties for material remediation costs or which otherwise notify the Borrower or any of its Restricted Subsidiaries of potential material liability under CERCLA; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by the Borrower or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose the Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of the Borrower or any of its Restricted Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by the Borrower or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Term Loan and Guaranty Agreement (REV Group, Inc.), Revolving Credit and Guaranty Agreement (REV Group, Inc.)

Environmental Disclosure. The Borrower Agent will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower Agent or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility either Borrower or with respect to any Environmental Claims thatClaims, individually or in the aggregateeach case, could that might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by either Borrower, any of its Subsidiaries or any of their respective facilities to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by Borrower Agent or any of its Subsidiaries or any other Person as a result Persons of which the Borrower Agent or any of its Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (4C) either Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility facility that reasonably could be expected to cause such Facility facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by the Borrower Agent or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by the Borrower Agent or any of its Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to the Borrower Agent or any of its Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower Agent or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by the Borrower Agent or any of its Subsidiaries that could reasonably be expected to (A) expose the Borrower Agent or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by the Borrower Agent or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower Agent or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse EffectLaw; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Party City Holdco Inc.), Restructuring Support Agreement (Party City Holdco Inc.)

Environmental Disclosure. Borrower will deliver to Administrative Agent (and Lenders:Administrative Agent shall deliver to the Lenders and, if so requested, the L/C Issuers): (i) as soon as reasonably practicable following receipt thereof, copies of all written reports of environmental audits, investigations or assessments, investigations, analyses of any kind or character, whether and reports prepared by personnel of Borrower or any of its Subsidiaries orindependent consultants (excluding, to the extent in Borrower’s or any of its Subsidiaries’ possession or controlfor clarity, by independent consultants, Governmental Authorities or any other Persons, legal counsel) with respect to any (A) significant environmental matters at any Facility or with respect (B) Environmental Claims against Borrower or any of its Subsidiaries that, in any such case, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) as soon as reasonably practicable following the occurrence thereof, written notice describing in reasonable detail (1) any Release that has a reasonable possibility of resulting in one or more Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (2) any response or remedial action taken by Borrower or any other Person as a result of in response to (A) the Release by Borrower or any Hazardous Materials at a Facility of its Subsidiaries, the existence occurrence of which could reasonably be expected to result in one or more Environmental Claims havingthat, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as reasonably practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a Material Adverse Effect and (2) any Release by Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, in each case that are from or to any Governmental Authority or third party bringing such Environmental Claim or alleging such Release; (iv) reasonably prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, assets or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to havethat, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other material documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Atlantic Power Corp), Loan Agreement (Atlantic Power Corp)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports (including any Phase I Reports) of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant material environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually (or any Governmental Authorization issued thereunder) other than any Release (A) that occurred in the aggregateordinary course of business and in material compliance with Environmental Law, or (B) that could not reasonably be expected to result in an Environmental Claim that would have a Material Adverse Effect, ; (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence or occurrence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (43) Holdings' or Borrower’s 's discovery of any occurrence or condition on any Facility or real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (2) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Stanadyne Corp), Revolving Credit and Guaranty Agreement (Stanadyne Corp)

Environmental Disclosure. Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports in the possession of any kind or characterBorrower, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to give rise to a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which operations where such occurrence could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws which obligations could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: First Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC), Second Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC)

Environmental Disclosure. (A) Borrower will deliver to Administrative shall promptly advise Agent in writing and Lendersin reasonable detail of: (i1) as soon as practicable following receipt thereofany release, copies of all written reports of environmental audits, investigations disposal or analyses of any kind or character, whether prepared discharge by personnel of Borrower or any of its Subsidiaries orof any Hazardous Material required to be reported to any federal, state or local governmental or regulatory agency under all applicable Environmental Laws except such releases, disposals or discharges pursuant to the extent and in Borrower’s compliance with valid permits, authorizations or registrations under said Environmental Laws; (2) any and all written communications sent or received by Borrower or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or Subsidiaries with respect to any Environmental Claims thator any release, individually disposal or in the aggregate, could reasonably be expected to result in a discharge of Hazardous Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws thatfederal, individually state or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, local governmental or regulatory agency; (23) any response or remedial action taken by Borrower or any of its Subsidiaries or any other Person as a result of (A) in response to any Hazardous Materials at a Facility Material on, under or about any real property owned, leased or operated by Borrower or any of its Subsidiaries, the existence of which could reasonably be expected to result in one or more an Environmental Claims having, individually or in the aggregate, Claim that could have a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and ; (4) Borrower’s the discovery by Borrower or any of its Subsidiaries of any occurrence or condition on any real property adjoining or in the vicinity of any Facility real property owned, leased or operated by Borrower or any of its Subsidiaries that could cause such Facility real property or any part thereof to be classified as "border-zone property" or to be otherwise subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; Laws; and (iii5) as soon as practicable following the sending or receipt thereof by any request for information from any governmental agency that indicates such agency is investigating whether Borrower or any of its SubsidiariesSubsidiaries may be potentially responsible for a release, a copy disposal or discharge of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;Hazardous Materials. (ivB) prompt written notice describing in reasonable detail Borrower shall promptly notify Agent of (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries such Loan Party to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in have a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current commence any operations in a manner that could reasonably be expected to subject such Loan Party to additional laws, rules or regulations, including laws, rules and regulations requiring additional or amended environmental permits or licenses. Borrower shall, at its own expense, provide copies of such documents or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time Agent may be reasonably requested by Administrative Agent request in relation to any matters disclosed pursuant to this Section 5.9(a)subsection 5.8.

Appears in 2 contracts

Samples: Credit Agreement (Spinnaker Industries Inc), Credit Agreement (Lynch Corp)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could that might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported by the Borrower or any of its Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by the Borrower or any of its Subsidiaries or any other Person as a result Persons of which the Borrower has knowledge in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) the Borrower’s 's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported by the Borrower or any of its Subsidiaries to any federal, state or local governmental or regulatory agency, and (3) any request made to the Borrower or any of its Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably be expected to result in have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by the Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose the Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect result in the ability of Borrower or any of its Subsidiaries failing to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws Law for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse EffectLaw; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Amscan Holdings Inc), Abl Credit Agreement (Amscan Holdings Inc)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims havingwhich, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iiiii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any written request for information from any governmental agency identifying Holdings or any of its Subsidiaries as potentially responsible for any Hazardous Materials Activity; (iviii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could Laws that would be reasonably be expected to result in have a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a)5.9.

Appears in 2 contracts

Samples: Second Amendment (DynCorp International Inc), Credit and Guaranty Agreement (Services International LLC)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Holdings’ or Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Aeroflex Inc), Credit and Guaranty Agreement (Aeroflex Inc)

Environmental Disclosure. Borrower (a) Each Loan Party will, and will cause each of its Subsidiaries to, deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of material environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatClaims; provided, individually however, that this Section 6.09(a)(i) shall not apply to communications covered by valid claims of attorney client privilege or in the aggregate, could reasonably be expected to result in a Material Adverse Effectattorney work product generated by legal counsel to Holdings or any of its Subsidiaries; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrower’s Holdings or any of its Subsidiaries’ discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant any Person bringing an Environmental Claim against Holdings or their representatives any of its Subsidiaries with respect to to: (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect; , (iv) prompt written notice describing in reasonable detail (12) any proposed acquisition of stockRelease required to be reported to any Governmental Authority, assets, or property by Borrower and (3) any written request for information from any Governmental Authority stating such Governmental Authority is investigating whether Holdings or any of its Subsidiaries that could reasonably may be expected to (A) expose Borrower or potentially responsible for any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse EffectHazardous Materials Activity; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a6.09(a).

Appears in 2 contracts

Samples: Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)

Environmental Disclosure. Borrower will (i) Promptly upon the occurrence of NewPageHoldCo’s or NewPageCo’s obtaining knowledge thereof, NewPageHoldCo shall deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, Lenders written notice describing in reasonable detail (1) any Release required that could reasonably be expected to be reported require a Remedial Action or give rise to Environmental Claims resulting in NewPageHoldCo or its Subsidiaries incurring liability or expenses in excess of $2,500,000, (2) any Remedial Action taken by NewPageHoldCo, its Subsidiaries or any other Person in response to any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims resulting in liability of NewPageHoldCo or its Subsidiaries in excess of $2,500,000, (3) any Environmental Claims (including any requests for information by a Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, Authority) that could reasonably be expected to result in a Material Adverse Effect, (2) any response liability of NewPageHoldCo or remedial action taken by Borrower or any other Person as a result its Subsidiaries in excess of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect$2,500,000, and (4) BorrowerNewPageHoldCo’s or its Subsidiaries’ discovery of any occurrence or condition at any Facility, or on any real property adjoining or in the vicinity of any Facility Facility, that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws Laws; (ii) NewPageHoldCo shall submit to the Administrative Agents semi-annually at the time of the delivery of the quarterly financial statements delivered pursuant to Section 5.1 for each Fiscal Quarter ending in June of each Fiscal Year and at the time of the delivery of the annual financial statements delivered pursuant to Section 5.1 for each Fiscal Year, a written report on the status of (A) any non-compliance with Environmental Law (B) any pending or threatened Environmental Claim, and (C) any Remedial Action that, individually or in the aggregateeach case, could reasonably be expected to result give rise to liability of or expenditures by NewPageHoldCo or its Subsidiaries of $2,500,000 or more. Such report shall specify in reasonable detail (1) the status of the matter including any significant developments since the date of the prior report, (2) any material technical reports or material correspondence prepared or received relating to the matter, (3) the current plan for resolution or completion of the matter, and (4) the anticipated cost to achieve such resolution or completion of the matter, as applicable. At the request of the Administrative Agent, NewPageHoldCo shall provide the Administrative Agent with copies of all material documents related to such matters that are in its or its Subsidiaries’ possession or control. At the Administrative Agents’ reasonable written request, NewPageHoldCo shall, at its own expense, retain an independent environmental engineer reasonably acceptable to the Administrative Agent to evaluate the adequacy of NewPageHoldCo and its Subsidiaries’ actions to correct, cure or contest any such matter. Such environmental engineer shall prepare and deliver to both NewPageHoldCo and the Administrative Agent, a Material Adverse Effectreport setting forth the results of such evaluation, recommendations for further response actions, and an estimate of the costs thereof; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesNewPageHoldCo shall deliver to Administrative Agent and Lenders, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower NewPageHoldCo or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower NewPageHoldCo or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower NewPageHoldCo or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower NewPageHoldCo or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (viv) NewPageHoldCo shall deliver to Administrative Agent and Lenders with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to addressed by this Section 5.9(a).

Appears in 2 contracts

Samples: Term Loan Credit and Guaranty Agreement (NewPage CORP), Revolving Credit and Guaranty Agreement (NewPage CORP)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could which would reasonably be expected to result in a Material Adverse EffectEffect or, individually, to give rise to Environmental Claims resulting in Holdings or any of its Subsidiaries incurring liability or expenses in excess of $2,500,000; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse EffectEffect or, individually, to give rise to Environmental Claims resulting in Holdings or any of its Subsidiaries incurring liability or expenses in excess of $2,500,000, or (B) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse EffectEffect or, individually, to give rise to Environmental Claims resulting in Holdings or any of its Subsidiaries incurring liability or expenses in excess of $2,500,000, and (3) Borrower’s discovery of any occurrences Holdings or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) BorrowerCompany’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could would reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse EffectEffect or, individually, to give rise to Environmental Claims resulting in Holdings or any of its Subsidiaries incurring liability or expenses in excess of $2,500,000, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could would reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or, individually, to give rise to Environmental Claims resulting in Holdings or any of its Subsidiaries incurring liability or expenses in excess of $2,500,000 or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could would reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Day International Group Inc), Credit and Guaranty Agreement (Day International Group Inc)

Environmental Disclosure. Borrower Parent will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Parent, Borrower or any of its their respective Subsidiaries or, to the extent in Parent’s, Borrower’s or any of its their respective Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower Parent or any other Person as a result of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Parent’s or Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Parent’s or Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Parent, Borrower or any of its their respective Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Parent, Borrower or any of its their respective Subsidiaries that could reasonably be expected to (A) expose Parent, Borrower or any of its their respective Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Parent, Borrower or any of its their respective Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Parent, Borrower or any of its their respective Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Parent, Borrower or any of its their respective Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Environmental Disclosure. Borrower Company will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Company or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Company or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrower’s Company or Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Company or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Company or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Company or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section SECTION 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Taleo Corp), Credit and Guaranty Agreement (Taleo Corp)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by the Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) the Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by the Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose the Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of the Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (TiVo Corp), Abl Credit and Guaranty Agreement (TiVo Corp)

Environmental Disclosure. The Borrower Agent will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower Agent or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility either Borrower or with respect to any Environmental Claims thatClaims, individually or in the aggregateeach case, could that might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by either Borrower or any of its Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by Borrower Agent or any of its Subsidiaries or any other Person as a result Persons of which the Borrower Agent or any of its Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (4C) either Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by the Borrower Agent or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by the Borrower Agent or any of its Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to the Borrower Agent or any of its Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower Agent or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by the Borrower Agent or any of its Subsidiaries that could reasonably be expected to (A) expose the Borrower Agent or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by the Borrower Agent or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower Agent or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse EffectLaw; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Party City Holdco Inc.), Term Loan Credit Agreement (Am-Source, LLC)

Environmental Disclosure. Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of material environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatClaims, individually if such matters or in the aggregate, claims could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, (unless such Release could not reasonably be expected to result in a Material Adverse Effect), (2) any response or remedial action taken by Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; , (iv) prompt written notice describing in reasonable detail (12) any proposed acquisition of stock, assets, or property by Borrower or Release required to be reported to any of its Subsidiaries that Governmental Authority unless such Release could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could not reasonably be expected to result in a Material Adverse Effect Effect, and (23) any proposed action to be taken by request for information from any Governmental Authority that states such Governmental Authority is investigating whether Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably may be expected to subject Borrower or potentially responsible for any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any Hazardous Materials Activity if such obligation or requirement potential responsibility could reasonably be expected to result in a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Second Lien Credit and Guaranty Agreement (Alion Science & Technology Corp), First Lien Credit and Guaranty Agreement (Alion Science & Technology Corp)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, character (whether prepared by personnel of Holdings, the Borrower or any of its Subsidiaries or, to the extent in Borrower’s other Restricted Subsidiary or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, ) with respect to significant environmental environmental, health or safety conditions or compliance matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon Holdings or the occurrence Borrower obtaining knowledge thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2B) any response or remedial action taken by the Borrower or any other Person as a result of in response to (A1) any Hazardous Materials present or Released at a Facility the existence of any real property which presence, Release or remedial action could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, and (4C) the Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;Laws; and (iii) as soon as practicable following the sending or receipt thereof by the Holdings, the Borrower or any of its Subsidiariesother Restricted Subsidiary, a copy of any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; , (iv) prompt written notice describing in reasonable detail (1B) any proposed acquisition of stockRelease required to be reported to any Governmental Authority, assetsand (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings, or property by the Borrower or any of its Subsidiaries that could reasonably other Restricted Subsidiary may be expected to (A) expose Borrower or potentially responsible for any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force Hazardous Materials Activity and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).. 1095171012\7\AMERICAS

Appears in 2 contracts

Samples: Abl Credit and Guaranty Agreement (PetIQ, Inc.), Abl Credit and Guaranty Agreement (PetIQ, Inc.)

Environmental Disclosure. Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly Promptly upon the occurrence thereof, the U.S. Borrower shall deliver to Agent and Lenders written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to require a Remedial Action or give rise to Environmental Liability that would reasonably be likely to result in a Material Adverse Effect, (2) any response or remedial action Remedial Action taken by Borrower any Loan Party, its Subsidiaries or any other Person as a result in response to the presence or Release of (A) any Hazardous Materials at that has a Facility the existence reasonable likelihood of which could resulting in Environmental Liability of any Loan Party or its Subsidiaries that would reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected likely to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences claim, demand, suit or conditions at proceeding (including any Facility that, individually or in the aggregate, request for information by a Governmental Authority) that could reasonably be expected to result in Environmental Liability of any Loan Party or its Subsidiaries that would reasonably be likely to result in a Material Adverse Effect, and (4) Borrower’s any Loan Party or its Subsidiaries’ discovery of any occurrence or condition at any of its owned or leased real property, or on any adjoining real property, that could reasonably be expected to cause such owned or leased real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatLaws, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (15) any proposed acquisition of stock, assets, or property by Borrower Loan Party or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower any Loan Party or any of its Subsidiaries to, or result in, Environmental Claims Liability that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operationsEffect, the absence of which could reasonably be expected to result in a Material Adverse Effect and (26) any proposed action to be taken by Borrower any Loan Party or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower any Loan Party or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws that could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Forbearance Agreement and Third Amendment to Credit Agreement (Hawker Beechcraft Notes Co), Credit Agreement (Hawker Beechcraft Quality Support Co)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility the Borrower’s real property or with respect to any Environmental Claims that, individually or in the aggregate, could each case might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by the Borrower or any of its Restricted Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by the Borrower or any of its Restricted Subsidiaries or any other Person as a result of which the Borrower or any of its Restricted Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activity the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result has a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) Borrower’s discovery by the Borrower of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by the Borrower or any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to the Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by the Borrower or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose the Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by the Borrower or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to any additional obligations or requirements under any Environmental Laws, Law that are reasonably likely to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 2 contracts

Samples: Credit Agreement (Wanda Sports Group Co LTD), Credit Agreement (Wanda Sports Group Co LTD)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims in either case that, individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon following the occurrence thereof, written notice describing in reasonable detail (1) any Release at, on, under or from any Facility required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, (except for Releases which could not reasonably be expected to result in a Material Adverse Effect), (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Holdings or Parent Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could would reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release at, on, under or from any Facility required to be reported to any federal, state or local governmental or regulatory agency and requiring notice to Administrative Agent and Lenders pursuant to sub-section (a)(ii)(1) of this Section 5.9, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity and that relates to a matter that would reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could would reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could would reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (IMS Health Holdings, Inc.), Credit and Guaranty Agreement (IMS Health Holdings, Inc.)

Environmental Disclosure. Borrower Company will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Company or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Company or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) BorrowerCompany’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Company or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Company or any of its Subsidiaries that could would reasonably be expected to (A) expose Borrower Company or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Company or any of its Subsidiaries to modify current operations in a manner that could would reasonably be expected to subject Borrower Company or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Speed Commerce, Inc.), Credit and Guaranty Agreement (Speed Commerce, Inc.)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable of Hazardous Materials, which has a reasonable possibility of resulting in one or more Environmental Laws that, individually or in the aggregate, could Claims that would reasonably be expected to result in have a Material Adverse Effect, Effect and (2) any response or remedial action taken by the Borrower or any other Person as a result of in response to (A) any past, current, or threatened event or occurrence involving any Hazardous Materials at a Facility Materials, and any corrective action or response action with respect to any such event or occurrence, the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, have a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iiiii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (2) any Release of Hazardous Materials, which could reasonably be expected to result in one or more Environmental Claims that would reasonably be expected to have a Material Adverse Effect and (3) any occurrence or condition on any real property adjoining, or in the vicinity of, any real property which could reasonably be expected to result in one or more Environmental Claims that would reasonably be expected to have a Material Adverse Effect; (iviii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, in Environmental Claims that the existence of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which except as could otherwise not reasonably be expected to result in have a Material Adverse Effect and (2) any proposed action to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement existence of which could reasonably be expected to result in have a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a6.23(a).

Appears in 2 contracts

Samples: Credit Agreement (Radian Group Inc), Credit Agreement (Radian Group Inc)

Environmental Disclosure. Borrower will deliver to Administrative Agent and Lenders: (ia) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant material environmental matters at any Facility or with respect to any material Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (iib) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iiic) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency stating, or would be reasonably expected to mean, that such agency is investigating whether Borrower or any of its Subsidiaries may be subject to an Environmental Claim arising in connection with any Hazardous Materials Activity; (ivd) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (ve) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a)5.09.

Appears in 2 contracts

Samples: First Lien Credit and Guaranty Agreement (Paramount Acquisition Corp), Second Lien Credit and Guaranty Agreement (Paramount Acquisition Corp)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Real Property Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws Laws, (2) any remedial, corrective, abatement or other response action taken by Holdings or any other Person in response to (A) the Release or presence of any Hazardous Materials that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, have a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, and (43) Holdings or Borrower’s discovery of any occurrence occurrence, event or condition on any real property adjoining or in the vicinity of any Real Property Facility that could cause such Real Property Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect;, (2) any Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be a potentially responsible party for the Release of any Hazardous Materials; and (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws that could reasonably be expected to result in have a Material Adverse Effect; and. (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation related to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Waitr Holdings Inc.), Credit and Guaranty Agreement (Waitr Holdings Inc.)

Environmental Disclosure. Borrower Holdings will deliver to the Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable of Hazardous Materials, which has a reasonable possibility of resulting in one or more Environmental Laws thatClaims or otherwise having, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any past, current, or threatened event or occurrence involving any Hazardous Materials at a Facility Materials, and any corrective action or response action with respect to any such event or occurrence, the existence of which could reasonably be expected to result in one or more Environmental Claims havingor otherwise have, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iiiii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (2) any Release of Hazardous Materials, which could reasonably be expected to result in one or more Environmental Claims or otherwise have, individually or in the aggregate, a Material Adverse Effect and (3) any occurrence or condition on any real property adjoining, or in the vicinity of, any real property which could reasonably be expected to result in one or more Environmental Claims or otherwise have, individually or in the aggregate, a Material Adverse Effect; (iviii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, in Environmental Claims that the existence of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations all material governmental authorizations required under any Environmental Laws for their respective operations, the absence of which except as could otherwise not reasonably be expected to result in have a Material Adverse Effect and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement existence of which could reasonably be expected to result in one or more Environmental Claims or otherwise have, individually or in the aggregate, a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a6.17(a).

Appears in 2 contracts

Samples: Credit Agreement (KKR & Co. Inc.), Credit Agreement (KKR & Co. Inc.)

Environmental Disclosure. Borrower Holdings will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required of Hazardous Materials that could reasonably be expected to require a Remedial Action or give rise to Environmental Liabilities or Environmental Claims that could reasonably be reported to any Governmental Authority under any applicable Environmental Laws thatexpected to, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (2) any response or remedial action taken by Borrower or Environmental Claim brought against any other Person as a result of (A) any Hazardous Materials at a Facility the existence of which Company that could reasonably be expected to result in one or more Environmental Claims havingto, individually or in the aggregate, have a Material Adverse Effect, Effect or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) BorrowerCompany’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility Real Property owned, operated or leased by any Company that could cause such Facility Real Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatthat could reasonably be expected to, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iiiii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesCompany, a copy of any and all written communications to or from with any Governmental Authority or third party claimant or their representatives other Person with respect to (1) any Environmental Claims thatthat could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (2) any Release of Hazardous Materials that could reasonably be expected to result to, individually or in the aggregate, have a Material Adverse Effect; and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Company may be potentially responsible for any Release of Hazardous Materials that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (iviii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries Company that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Liability or Environmental Claims that could reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect Effect; and (2) any proposed action to be taken by Borrower or any of its Subsidiaries the Companies to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries the Companies to any additional material Environmental Liabilities or other material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws which in either case could reasonably be expected to result to, individually or in the aggregate, have a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested in writing by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 2 contracts

Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)

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Environmental Disclosure. Borrower will deliver to Administrative Agent and (for distribution to Lenders: (i) as soon as practicable following the occurrence or receipt of knowledge thereof, copies of all written reports of environmental audits, investigations or analyses of notice describing in reasonable detail: (i) any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatHazardous Materials Activities which, individually or in the aggregate, could have had or would reasonably be expected to result in Environmental Liabilities or one or more Environmental Claims, which Environmental Liabilities or Environmental Claims have had or would reasonably be expected to have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws Claims or Environmental Liabilities that, individually or in the aggregate, could have had or would reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower any request for information from any Government Authority that indicates that such Government Authority is investigating whether a Loan Party or any of its SubsidiariesRestricted Subsidiaries may be potentially responsible for any Release or threat of Release of Hazardous Materials, a copy the subject matter of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims thatwhich, individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse Effect;; and (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by Borrower any Loan Party or any of its Restricted Subsidiaries that could would reasonably be expected to (A1) expose Borrower such Loan Party or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to haveor Environmental Liabilities that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect or (B2) adversely affect the ability of Borrower any Loan Party or any of its Restricted Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operationsoperations where such failure to maintain, individually or in the absence of which could aggregate, would reasonably be expected to result in have a Material Adverse Effect Effect, and (2B) any proposed action to be taken by Borrower any Loan Party or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower any Loan Party or any of its Restricted Subsidiaries to any material additional obligations or requirements under any Environmental LawsLaws that, to individually or in the extent any such obligation aggregate, have had or requirement could would reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit Agreement (EngageSmart, LLC), Credit Agreement (EngageSmart, LLC)

Environmental Disclosure. Borrower will deliver make available to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of material environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries oror by independent consultants, to governmental authorities or any other Persons in the extent in Borrower’s possession of Holdings or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3) Borrower’s discovery of any occurrences Holdings or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatLaws, except as could not, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims thatClaims, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity, in each case which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which operations that could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws that could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Second Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.), Second Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.)

Environmental Disclosure. Provided that Borrower shall not be required to compromise in any way its attorney-client privilege, Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence an Authorized Officer obtaining knowledge thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in unless the aggregate, could Borrower reasonably determines that the total environmental costs arising out of such Release would not reasonably be expected to result in have a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could would reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, and (43) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, (2) any material Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could would reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could would reasonably be expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)

Environmental Disclosure. Borrower Holdings will deliver to the Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable of Hazardous Materials, which has a reasonable possibility of resulting in one or more Environmental Laws thatClaims or otherwise having, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any past, current, or threatened event or occurrence involving any Hazardous Materials at a Facility Materials, and any corrective action or response action with respect to any such event or occurrence, the existence of which could would reasonably be expected to result in one or more Environmental Claims havingor otherwise have, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iiiii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect, (2) any Release of Hazardous Materials, which would reasonably be expected to result in one or more Environmental Claims or otherwise have, individually or in the aggregate, a Material Adverse Effect and (3) any occurrence or condition on any real property adjoining, or in the vicinity of, any real property which would reasonably be expected to result in one or more Environmental Claims or otherwise have, individually or in the aggregate, a Material Adverse Effect; (iviii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could would reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, in Environmental Claims that could the existence of which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations all material governmental authorizations required under any Environmental Laws for their respective operations, the absence of which except as could otherwise not reasonably be expected to result in have a Material Adverse Effect and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could would reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could existence of which would reasonably be expected to result in one or more Environmental Claims or otherwise have, individually or in the aggregate, a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a6.17(a).

Appears in 2 contracts

Samples: Credit Agreement (KKR & Co. Inc.), Credit Agreement (KKR & Co. Inc.)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims, which significant environmental matters or Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws thatLaws, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse Effect, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Holdings’ or Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, which could reasonably be expected to result in have a Material Adverse Effect, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity and which investigation could reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement Laws which could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Aeroflex Holding Corp.), Credit and Guaranty Agreement (Aeroflex Holding Corp.)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lendersthe Agent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility Holdings’ or its Restricted Subsidiaries’ real property or with respect to any Environmental Claims or Environmental Liabilities that, individually or in the aggregate, could each case might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could that would reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by Borrower Holdings or any of its Restricted Subsidiaries or any other Person as a result Persons of which Holdings has knowledge in response to (A1) any Hazardous Materials at a Facility the existence of which could Activities, (2) any Environmental Claim or (3) any Environmental Liability that in each case would reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, have a Material Adverse Effect, or (BC) discovery by Holdings or any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery its Restricted Subsidiaries of any occurrence or condition on or at any Real Property or any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to Real Property would be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatexpected, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower the Holdings or any of its Restricted Subsidiaries, a copy of any and all written communications with respect to any of the following that would reasonably be expected to have a Material Adverse Effect: (A) any Environmental Claim, (B) any Release, (C) any Environmental Liability and (D) any request made to Holdings or any of its Restricted Subsidiaries for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably of its Restricted Subsidiaries may be expected to result in a Material Adverse Effectpotentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Restricted Subsidiaries that could would reasonably be expected to (A) expose Borrower Holdings or any of its Restricted Subsidiaries to, or result in, Environmental Claims against Holdings or any of its Restricted Subsidiaries or any Environmental Liability that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower Holdings or any of its Restricted Subsidiaries to modify current their operations in a manner that could reasonably be expected to would subject Borrower Holdings or any of its Restricted Subsidiaries to (x) any additional obligations or requirements under any Environmental LawsLaw or (y) Environmental Liability, to the extent any such obligation or requirement could in each case, that would reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a)‎Section 5.10.

Appears in 2 contracts

Samples: Credit Agreement (Concrete Pumping Holdings, Inc.), Credit Agreement (Concrete Pumping Holdings, Inc.)

Environmental Disclosure. Borrower will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared Promptly upon the discovery thereof by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s Euramax or any of its Subsidiaries’ possession , Euramax shall deliver to Agent written notice describing in reasonable detail (1) any Release that could reasonably be expected to require a Remedial Action or control, by independent consultants, Governmental Authorities or any other Persons, with respect give rise to significant environmental matters at any Facility or with respect to any Environmental Claims resulting in Euramax or its Subsidiaries incurring liability or expenses that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; exceed $2,500,000, (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (12) any Release required to be reported Remedial Action taken by Euramax, its Subsidiaries or any other Person in response to any Governmental Authority under any applicable Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Laws Claims resulting in liability of Euramax or its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effectexceed $2,500,000, (23) any response or remedial action taken Environmental Claims (including any requests for information by Borrower or any other Person as a result of (AGovernmental Authority) any Hazardous Materials at a Facility the existence of which that could reasonably be expected to result in one liability of Euramax or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effectexceed $2,500,000, and (4) Borrower’s discovery of any occurrence or condition at any Facility, or on any real property adjoining or in the vicinity of any Facility Facility, that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws Laws; (ii) After Agent’s receipt of a written notice pursuant to this Section 5.9(a), Agent may, but is not obligated to, require Euramax to submit to Agent semi-annually a written report on the status of (A) any non-compliance with Environmental Law, (B) any pending or threatened Environmental Claim, and (C) any Remedial Action that, individually or in the aggregateeach case, could reasonably be expected to result give rise to liability that could reasonably be expected to exceed $2,500,000. Such report shall specify in reasonable detail (1) the status of the matter including any significant developments since the date of the prior report, (2) any technical reports or material correspondence prepared or received relating to the matter, (3) the proposed plan for resolution or completion of the matter, and (4) the anticipated cost to achieve such resolution or completion of the matter. At the reasonable written request of Agent, Euramax shall provide Agent with copies of all material documents related to such matters that are in its or its Subsidiaries’ possession or control. At Agent’s reasonable written request, Euramax shall, at its own expense, retain an independent environmental engineer reasonably acceptable to Agent to evaluate the adequacy of Euramax and its Subsidiaries’ actions to correct, cure or contest any such matter. Such environmental engineer shall be authorized to conduct all appropriate tests and investigations, including, but not limited to, the taking samples of air, soil, surface water, groundwater, effluent, and building materials, and shall prepare and deliver to both Euramax and Agent, a Material Adverse Effectreport setting forth the results of such evaluation, recommendations for further response actions, and an estimate of the costs thereof. In addition, at Agent’s reasonable written request Euramax shall provide to Agent a supplemental report of such engineer whenever the scope of the matter, the response thereto, or the estimated costs thereof shall increase in any significant respect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesEuramax shall deliver to Agent and Lenders, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Euramax or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Euramax or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect exceed $2,500,000 and (2) any proposed action to be taken by Borrower Euramax or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Euramax or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (viv) Euramax shall deliver to Agent and Lenders with reasonable promptness, such other material documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to addressed by this Section 5.9(a).

Appears in 2 contracts

Samples: Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.), Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.)

Environmental Disclosure. The Borrower Representative will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of any Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility Borrower’s or any Loan Party’s real property or facility or with respect to any Environmental Claims thatClaims, individually or in the aggregateeach case, could that might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by any Borrower or any of its Subsidiaries to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by any Borrower or any of its Subsidiaries or any other Person as Persons of which any Borrower or any of a result of Borrower’s Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activities, the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) any Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by any Borrower or any of its Subsidiaries, a copy of any and all non-privileged written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by any Borrower or any of its Subsidiaries to any Governmental Authority that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to any Borrower or any of its Subsidiaries for information from any Governmental Authority that suggests such authority is investigating whether any Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by any Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose any Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by any Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject any Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, Law that are reasonably likely to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 2 contracts

Samples: Credit Agreement (Kleopatra Holdings 2 S.C.A.), Credit Agreement (Orion Engineered Carbons S.A.)

Environmental Disclosure. The Borrower will, and will cause the Borrower’s Subsidiaries to, deliver to Administrative Agent and Lenders: (ia) as soon as practicable within five (5) Business Days following receipt thereof, copies of all written material and final reports of from environmental audits, audits and investigations or analyses of any kind or character, whether prepared by personnel of Borrower independent consultants or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, Entities with respect to significant environmental matters Environmental Claims or the Release of Hazardous Materials at any Facility owned or with respect to leased real property of any Environmental Claims Credit Party that, individually or in the aggregate, could aggregate would reasonably be expected to result in a Material Materially Adverse Effect; provided, however, the Borrower shall not be required to provide any such audit, investigation, analysis, or report where such disclosure would destroy any privilege applicable thereto; (iib) promptly upon within five (5) Business Days after Borrower’s Knowledge of the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported by the Borrower or any of its Subsidiaries to any Governmental Authority Entity under any applicable Environmental Laws that, individually or in the aggregate, could which would reasonably be expected to result in one or more Environmental Claims having individually, or in the aggregate, a Material Materially Adverse Effect, (2) any response or remedial action taken by the Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could would reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Materially Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Materially Adverse Effect, and (43) the Borrower’s discovery Knowledge of any occurrence or condition on any real property adjoining or in the vicinity of any Facility owned or leased real property of any Credit Party that could would cause such Facility Credit Party’s property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws Laws, in each case, that, individually or in the aggregate, could would reasonably be expected to result in a Material Materially Adverse Effect;; and (iiic) as soon as practicable following the sending or receipt thereof by an Authorized Signatory of the Borrower or any of its the Borrower’s Subsidiaries, a copy of any and all material non-privileged written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in give rise to a Material Materially Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action Release required to be taken reported by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional obligations federal, state, foreign or requirements under any Environmental Laws, to the extent any such obligation local governmental or requirement could regulatory agency which would reasonably be expected to result in one or more Environmental Claims having individually or in the aggregate, a Material Materially Adverse Effect; and , and (v3) with reasonable promptness, any written request for information from any governmental agency stating that such other documents and information as from time to time agency is investigating whether the Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity which would reasonably requested by Administrative Agent be expected to result in relation to any matters disclosed pursuant to this Section 5.9(a)one or more Environmental Claims, having individually or in the aggregate, a Materially Adverse Effect.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (Whole Earth Brands, Inc.), Loan Agreement (Whole Earth Brands, Inc.)

Environmental Disclosure. The Parent Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of non-privileged environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Parent Borrower or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at the Parent Borrower’s or any Facility Restricted Subsidiaries’ Facilities, or with respect to any Environmental Claims that, individually or in the aggregate, could each case might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by the Parent Borrower or any of its Restricted Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by the Parent Borrower or any of its Restricted Subsidiaries or any other Person as a result of which the Parent Borrower or any of its Restricted Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activity the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result has a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) Borrower’s discovery by the Parent Borrower or any subsidiary of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by the Parent Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by the Parent Borrower or any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to the Parent Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Parent Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by the Parent Borrower or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose the Parent Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by the Parent Borrower or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Parent Borrower or any of its Restricted Subsidiaries to any additional obligations or requirements under any Environmental Laws, Law that are reasonably likely to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 1 contract

Samples: Term Loan Credit Agreement (PQ Group Holdings Inc.)

Environmental Disclosure. Borrower Parent will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Parent, Borrower or any of its their respective Subsidiaries or, to the extent in Parent’s, Borrower’s or any of its their respective Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower Parent or any other Person as a result of (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Parent’s or Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Parent’s or Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Parent, Borrower or any of its their respective Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Parent, Borrower or any of its their respective Subsidiaries that could reasonably be expected to (A) expose Parent, Borrower or any of its their respective Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Parent, Borrower or any of its their respective Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Parent, Borrower or any of its their respective Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Parent, Borrower or any of its their respective Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.10(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International)

Environmental Disclosure. Borrower will (i) Promptly upon the occurrence of SuperHoldCo’s or any of its Consolidated Subsidiaries’ obtaining knowledge thereof, SuperHoldCo shall deliver to Administrative Agent and Lenders: Lenders written notice describing in reasonable detail (iA) as soon as practicable following receipt thereofany Release that could reasonably be expected to require a Remedial Action or give rise to Environmental Claims resulting in SuperHoldCo or its Consolidated Subsidiaries incurring liability or expenses in excess of $3,000,000, copies of all written reports of environmental audits(B) any Remedial Action taken by SuperHoldCo, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Consolidated Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other PersonsPerson in response to any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims resulting in liability of SuperHoldCo or its Consolidated Subsidiaries in excess of $3,000,000, with respect to significant environmental matters at any Facility or with respect to (C) any Environmental Claims that, individually or in the aggregate, (including any requests for information by a Governmental Authority) that could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing liability of SuperHoldCo or its Consolidated Subsidiaries in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result excess of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect$3,000,000, and (4D) BorrowerSuperHoldCo’s or its Consolidated Subsidiaries’ discovery of any occurrence or condition at any Facility, or on any real property adjoining or in the vicinity of any Facility Facility, that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws Laws; (ii) SuperHoldCo shall submit to Administrative Agent semi-annually at the time of the delivery of the quarterly financial statements delivered pursuant to Section 5.01 for each Fiscal Quarter ending in June of each Fiscal Year and at the time of the delivery of the annual financial statements delivered pursuant to Section 5.01 for each Fiscal Year, a written report on the status of (A) any non-compliance with Environmental Law, (B) any pending or threatened Environmental Claim, and (C) any Remedial Action that, individually or in the aggregateeach case, could reasonably be expected to result give rise to liability of or expenditures by or on behalf of SuperHoldCo or its Consolidated Subsidiaries of $3,000,000 or more. Such report shall specify in reasonable detail (1) the status of each matter described in the preceding sentence, including any significant developments since the date of the prior report, (2) any material technical reports or material correspondence prepared or received relating to each such matter, (3) the current plan for resolution or completion of each such matter, (4) the anticipated cost to achieve such resolution or completion of each such matter, as applicable. At the request of Administrative Agent, SuperHoldCo shall provide Administrative Agent with copies of all material documents related to such matters that are in its or its Consolidated Subsidiaries’ possession or control. At Administrative Agent’s reasonable written request, SuperHoldCo shall, at its own expense, retain an independent environmental engineer reasonably acceptable to Administrative Agent to evaluate the adequacy of SuperHoldCo’s and its Consolidated Subsidiaries’ actions to correct, cure or contest any such matter. Such environmental engineer shall prepare and deliver to both SuperHoldCo and Administrative Agent, a Material Adverse Effectreport setting forth the results of such evaluation, recommendations for further response actions, and an estimate of the costs thereof; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesSuperHoldCo shall deliver to Administrative Agent and Lenders, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by Borrower SuperHoldCo or any of its Consolidated Subsidiaries or Affiliates that could reasonably be expected to (A) expose Borrower SuperHoldCo or any of its Consolidated Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower SuperHoldCo or any of its Consolidated Subsidiaries or Affiliates to modify current operations in a manner that could reasonably be expected to subject Borrower SuperHoldCo or any of its Consolidated Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (viv) SuperHoldCo shall deliver to Administrative Agent and Lenders with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to addressed by this Section 5.9(a5.09(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (NewPage CORP)

Environmental Disclosure. Borrower The Lessee will deliver to Administrative Agent the Lessor and Lendersthe Agent: (i1) as soon as practicable following the Lessee's or any of its Restricted Subsidiaries' receipt thereof, copies of all written reports of environmental audits, investigations investigations, analyses and reports with respect to any material environmental matter at any facility or analyses property of any kind or character, whether prepared by personnel of Borrower the Lessee or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually Claim arising after the Closing Date at any such facility or property which (other than in the aggregate, case of the Property) could reasonably be expected to result in a have an Objective Material Adverse Effect; (ii2) promptly upon the Lessee or any of its Restricted Subsidiaries becoming aware of the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws thatLaws, individually or in the aggregate, which Release could reasonably be expected to result in a have an Objective Material Adverse Effect, and (2) any response or remedial action taken by Borrower the Lessee or any other Person as a result of in response to (Ax) any Hazardous Materials at a Facility Activities the existence of which could be reasonably be expected to result in one or more Environmental Claims havingthat (other than in the case of the Property) could reasonably be expected to have, individually or in the aggregate, a an Objective Material Adverse Effect, or (By) any Environmental Claims thatthat (other than in the case of the Property), individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a an Objective Material Adverse Effect; (iii3) as soon as practicable following the sending or receipt thereof by Borrower the Lessee or any of its Restricted Subsidiaries, a copy of any and all material written communications to or from with any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims thatthat (other than in the case of the Property), individually or in the aggregate, have a reasonable possibility of giving rise to an Objective Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, which Release could reasonably be expected to result in a have an Objective Material Adverse Effect, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Lessee or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Activity, the liability for which could reasonably be expected to have an Objective Material Adverse Effect; (iv4) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower the Lessee or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose Borrower the Lessee or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a an Objective Material Adverse Effect or (B) adversely affect the ability of Borrower the Lessee or any of its Restricted Subsidiaries to maintain in full force and effect all material Governmental Authorizations Actions required under any Environmental Laws for their respective operations, the absence of which failure to maintain could reasonably be expected to result in a have an Objective Material Adverse Effect Effect, and (2) any proposed action to be taken by Borrower the Lessee or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower the Lessee or any of its Restricted Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation which obligations or requirement requirements could reasonably be expected to result in a have an Objective Material Adverse Effect; and (v5) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative the Lessor or the Agent in relation to any matters disclosed pursuant to this Section 5.9(a10.1(a)(vi).

Appears in 1 contract

Samples: Participation Agreement (Yahoo Inc)

Environmental Disclosure. In the case of the Borrower will Representative, deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental assessments, audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower any Group Member or by any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, NY\5627635.16 Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence knowledge of any Authorized Officer of any Borrower thereof, written notice describing in reasonable detail relating to (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower any Loan Party or any other Person as a result of in response to (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws in a manner that, individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse EffectEffect or (4) the imposition or written threat of any imposition of any Lien (other than a Permitted Lien) on any Collateral pursuant to any Environmental Law; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesGroup Member, a copy of (1) any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result have a Material Adverse Effect, (2) any report sent to any Governmental Authority or other material written communications regarding a Release required to be reported to such Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and (3) any material written communications responding to any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Group Member may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice (delivered in each instance as soon as practicable) describing in reasonable detail (1) any proposed acquisition of stock, assets, or other property by Borrower or any of its Subsidiaries Group Member that could would reasonably be expected to (A) expose Borrower or any of its Subsidiaries Group Member to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries Group Member to modify current operations in a manner that could would reasonably be expected to subject Borrower any Group Member to Environmental Claims that, individually or any of its Subsidiaries to any additional obligations or requirements under any Environmental Lawsin the aggregate, to the extent any such obligation or requirement could would reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.08(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (PVH Corp. /De/)

Environmental Disclosure. Borrower Parent will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of material post-Closing Date environmental audits, investigations or investigations, analyses of any kind or characterand reports, whether prepared by personnel of Borrower Parent or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, if prepared by independent consultants, Governmental Authorities or any other PersonsPersons in the possession of Parent or any of its Restricted Subsidiaries, reasonably accessible by Parent or the relevant Restricted Subsidiary, with respect to significant environmental matters at any Real Estate Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws thatthat could reasonably be expected to result, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower Parent or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (3) Borrower’s discovery of any occurrences Parent or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility Mortgaged Property that could is reasonably likely to cause such Facility Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could that would reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any materially and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability value or use of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a)Mortgaged Property.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (Kraton Performance Polymers, Inc.)

Environmental Disclosure. Borrower Company will deliver to Administrative Agent and Lenders: (i) as Environmental Audits and Reports. As soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or assessments, studies, investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Company or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;. (ii) promptly Notice of Certain Releases, Remedial Actions, Etc. Promptly upon the occurrence thereof, written notice describing in reasonable detail (1a) any Release required to be reported to any Governmental Government Authority or Person under any applicable Environmental Laws thatLaws, the existence of which Release could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (2b) any response or remedial action taken by Borrower or on behalf of Company or any other Person as Government Authority that is required by any applicable Environmental Law in reference to a result of Release described in 6.7A(ii)(a) above or is taken in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (iii) Written Communications Regarding Environmental Claims, Releases, Etc. As soon as practicable following the sending or receipt thereof by Company or any of its Subsidiaries, a copy of any and all written communications to or from any Government Authority or unaffiliated third-party with respect to (a) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3b) Borrower’s discovery of any occurrences Release required to be reported to any Government Authority or conditions at any Facility that, unaffiliated third-party that individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4c) Borrower’s discovery of any occurrence or condition on request for information from any real property adjoining or in the vicinity of any Facility Government Authority that could cause such Facility indicates that it is investigating whether Company or any part thereof to of its Subsidiaries may be subject to potentially responsible for any material restrictions on the ownership, occupancy, transferability Hazardous Materials Activity or use thereof under any violation of Environmental Laws that, in either case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Superpriority Debtor in Possession Credit Agreement (Propex Inc.)

Environmental Disclosure. Borrower will deliver to Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect[Intentionally Reserved.]; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that(other than those Releases, individually such as normal wastewater discharges or air emissions, that are routinely reported to Governmental Authorities and permitted pursuant to Environmental Laws in the aggregate, ordinary course of business) to the extent such Release could reasonably be expected to result in have a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, and (43) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility fee-owned Material Real Estate Asset of Borrower that could cause such Facility fee-owned Material Real Estate Asset or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatLaws, individually or in to the aggregate, extent the foregoing could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such agency is investigating whether Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity, except where such Hazardous Materials Activity or investigation, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operationsoperations to the extent that, individually or in the aggregate, the absence of which could failure to maintain such Governmental Authorizations would reasonably be expected to result in have a Material Adverse Effect Effect, and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be Tiptree Credit Agreement expected to subject Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental LawsLaws that, to individually or in the extent any such obligation or requirement could aggregate, would reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit Agreement (Tiptree Financial Inc.)

Environmental Disclosure. Borrower The Guarantor will deliver to Administrative Agent the Lessor and Lendersthe Agent: (i1) as soon as practicable following the Guarantor's or any of its Subsidiaries' receipt thereof, copies of all written reports of environmental audits, investigations investigations, analyses and reports with respect to any material environmental matter at any facility or analyses property of any kind or character, whether prepared by personnel of Borrower the Guarantor or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually Claim arising after the Closing Date at any such facility or property which (other than in the aggregate, case of the Property) could reasonably be expected to result in have a Material Adverse Effect; (ii2) promptly upon the Guarantor or any of its Subsidiaries becoming aware of the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws thatLaws, individually or in the aggregate, which Release could reasonably be expected to result in have a Material Adverse Effect, and (2) any response or remedial action taken by Borrower the Guarantor or any other Person as a result of in response to (Ax) any Hazardous Materials at a Facility Activities the existence of which could be reasonably be expected to result in one or more Environmental Claims havingthat (other than in the case of the Property) could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (By) any Environmental Claims thatthat (other than in the case of the Property), individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect; (iii3) as soon as practicable following the sending or receipt thereof by Borrower the Guarantor or any of its Subsidiaries, a copy of any and all material written communications to or from with any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims thatthat (other than in the case of the Property), individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, which Release could reasonably be expected to result in have a Material Adverse Effect, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Guarantor or any of its Subsidiaries may be potentially responsible for any Hazardous Activity, the liability for which could reasonably be expected to have a Material Adverse Effect; (iv4) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower the Guarantor or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower the Guarantor or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower the Guarantor or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations Actions required under any Environmental Laws for their respective operations, the absence of which failure to maintain could reasonably be expected to result in have a Material Adverse Effect Effect, and (2) any proposed action to be taken by Borrower the Guarantor or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower the Guarantor or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation which obligations or requirement requirements could reasonably be expected to result in have a Material Adverse Effect; and (v5) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative the Lessor or the Agent in relation to any matters disclosed pursuant to this Section 5.9(aSECTION 10.1(a)(vi).

Appears in 1 contract

Samples: Participation Agreement (Triquint Semiconductor Inc)

Environmental Disclosure. In the case of the Borrower will Representative, deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental assessments, audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower any Group Member or by any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence knowledge of any Authorized Officer of any Borrower thereof, written notice describing in reasonable detail relating to (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower any Loan Party or any other Person as a result of in response to (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws in a manner that, individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse EffectEffect or (4) the imposition or written threat of any imposition of any Lien (other than a Permitted Lien) on any Collateral pursuant to any Environmental Law; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesGroup Member, a copy of (1) any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result have a Material Adverse Effect, (2) any report sent to any Governmental Authority or other material written communications regarding a Release required to be reported to such Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and (3) any material written communications responding to any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Group Member may be potentially responsible for any Hazardous Materials Activity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice (delivered in each instance as soon as practicable) describing in reasonable detail (1) any proposed acquisition of stock, assets, or other property by Borrower or any of its Subsidiaries Group Member that could would reasonably be expected to (A) expose Borrower or any of its Subsidiaries Group Member to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries Group Member to modify current operations in a manner that could would reasonably be expected to subject Borrower any Group Member to Environmental Claims that, individually or any of its Subsidiaries to any additional obligations or requirements under any Environmental Lawsin the aggregate, to the extent any such obligation or requirement could would reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.08(a).

Appears in 1 contract

Samples: Credit Agreement (PVH Corp. /De/)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatClaims, individually or in the aggregate, each case which could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse Effect, or (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority which could reasonably be expected to result in have a Material Adverse Effect, and (3) any request for information from any Governmental Authority that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that could reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).. Credit and Guaranty Agreement

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Del Frisco's Restaurant Group, LLC)

Environmental Disclosure. Borrower Parent will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Parent or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Parent or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Parent or any Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Parent or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Parent or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Parent or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Parent or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Parent or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Parent or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Parent or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Ambassadors International Inc)

Environmental Disclosure. Borrower Each Issuer will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of non-privileged environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower such Issuer or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility the applicable Issuer’s real property or with respect to any Environmental Claims that, individually or in the aggregate, could each case might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by such Issuer or any of its Restricted Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by Borrower such Issuer or any of its Restricted Subsidiaries or any other Person as a result of which such Issuer or any of its Restricted Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activity the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result has a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) Borrower’s discovery by such Issuer of any occurrence or condition on any real property adjoining or in the vicinity of any Real Estate Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower such Issuer or any of its Restricted Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by such Issuer or any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to such Issuer or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether such Issuer or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by Borrower such Issuer or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose Borrower such Issuer or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower such Issuer or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower such Issuer or any of its Restricted Subsidiaries to any additional obligations or requirements under any Environmental Laws, Law that are reasonably likely to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 1 contract

Samples: Note Purchase Agreement (Indivior PLC)

Environmental Disclosure. Borrower Holdings will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or with respect to any Environmental Claims thatwhich could reasonably be expected to have, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2B) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (4C) Holdings or the Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (B) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (C) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any material Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A1) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B2) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2B) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Reprographics CO)

Environmental Disclosure. Borrower Holdings will deliver to Administrative the Note Agent and Lenders:(who will supply copies to the Purchasers if requested): (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant material environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported by Holdings or any of its Subsidiaries to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) BorrowerHoldings or the Issuer’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported by Holdings or any of its Subsidiaries to any Governmental Authority, and (3) any written request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative the Note Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Note Purchase Agreement (Inspired Entertainment, Inc.)

Environmental Disclosure. Borrower MLP (or, prior to the IPO, Pipeline) will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower any Group Member or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or that in the aggregate, either case could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result require a Remedial Action under applicable Environmental Laws or give rise to Environmental Claims resulting in a Material Adverse Effecteither such case in liability or expenses of any Group Member in excess of $1,000,000, (2) any response or remedial action Remedial Action taken by Borrower any Group Member or any other Person as a result of (A) in response to any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effectliability or expenses of the Group Members in excess of $1,000,000, or (B3) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effectliability or expenses of the Group Members in excess of $1,000,000, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrowerany Group Member’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesGroup Member, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in give rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency that could reasonably be expected to have a Material Adverse Effect, and (3) any request for information from any governmental agency that suggests such agency is investigating whether any Group Member may be potentially responsible for any Hazardous Materials Activity that could reasonably be expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries Group Member that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries Group Member to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries Group Member to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower or any of its Subsidiaries Group Member to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries Group Member to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Eagle Rock Energy Partners, L.P.)

Environmental Disclosure. The Borrower will deliver to the Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatClaims, which could reasonably be expected to have, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence becoming aware thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of (A) any Hazardous Materials at a Facility the existence of and which could reasonably be expected to result in one or more Environmental Claims havinghave, individually or in the aggregate, a Material Adverse Effect, (2) any remedial action taken by the Borrower or any other Person in response to (A) any Hazardous Materials Activities the existence of which could reasonably be expected to result individually or in the aggregate, in a Material Adverse Effect, or (B) any Environmental Claims thatthat could reasonably be expected to result, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (43) the Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatwhich could reasonably be expected to have, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect; , (iv) prompt written notice describing in reasonable detail (12) any proposed acquisition of stock, assets, or property by Borrower or Release required to be reported to any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that Governmental Authority and which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or Effect, and (B3) adversely affect any request for information from any Governmental Authority that suggests that such Governmental Authority is investigating whether the ability of Borrower or any of its Subsidiaries to maintain in full force may be potentially responsible for any Hazardous Materials Activity and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result have, individually or in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Lawsthe aggregate, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (BlueLinx Holdings Inc.)

Environmental Disclosure. Borrower will deliver to Administrative Agent and LendersAgent: (i) as soon as practicable promptly following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, either of which could reasonably be expected to result in have a Material Adverse EffectEffect or adversely affect in any material respect the Fair Market Value of the equipment subject to the Sale Leaseback; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Environmental Claims, Release required to be reported to any Governmental Authority under any applicable Environmental Laws or Hazardous Materials Activities, except for any Environmental Claims, Releases or Hazardous Materials Activities that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, (2) Effect or adversely affect in any response or remedial action taken by Borrower or any other Person as a result material respect the Fair Market Value of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected equipment subject to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectSale Leaseback, and (4B) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by between Borrower or any of its Subsidiaries that could reasonably be expected and any third party, including any Governmental Authority with respect to (A) expose any Environmental Claims, (B) any Release required to be reported to any Governmental Authority, and (C) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Borrower or any of its Subsidiaries tomay be potentially responsible for any liability or responsive action as a result of any Hazardous Materials Activity, except for any Environmental Claims, Releases or result in, Environmental Claims that requests for information which could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect or (B) adversely affect in any material respect the ability Fair Market Value of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to equipment subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse EffectSale Leaseback; and (viv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit Agreement (Molycorp, Inc.)

Environmental Disclosure. Borrower Company will deliver to Administrative Agent Agents and Lenders: (i) as ENVIRONMENTAL AUDITS AND REPORTS. As soon as practicable following receipt thereof, copies of all written reports of material environmental audits, investigations or investigations, analyses and reports of any kind or charactercharacter under its control, whether prepared by personnel of Borrower Company or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectFacility; (ii) promptly NOTICE OF CERTAIN RELEASES, REMEDIAL ACTIONS, ETC. As soon as practicable upon the occurrence thereof, written notice describing in reasonable detail (1a) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2b) any response or remedial action taken by Borrower Company or any other Person as a result of in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable likelihood of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (4c) Borrower’s Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected likely to result in have a Material Adverse Effect;Effect on Company. (iii) as WRITTEN COMMUNICATIONS REGARDING ENVIRONMENTAL CLAIMS, RELEASES, ETC. As soon as practicable following the sending or receipt thereof by Borrower Company or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (a) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect; , (iv) prompt written notice describing in reasonable detail (1b) any proposed acquisition of stockRelease required to be reported to any federal, assetsstate or local governmental or regulatory agency, or property by Borrower and (c) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to potentially responsible for any matters disclosed pursuant to this Section 5.9(a).Hazardous Materials Activity. 109

Appears in 1 contract

Samples: Credit Agreement (Wavetek U S Inc)

Environmental Disclosure. Each Borrower will deliver to the Administrative Agent and LendersAgent: (i) as soon as practicable following receipt thereof, copies of all written reports of non- privileged environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of such Borrower or any of its Restricted Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility the Borrower’s real property or with respect to any Environmental Claims that, individually or in the aggregate, could each case might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by such Borrower or any of its Restricted Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by such Borrower or any of its Restricted Subsidiaries or any other Person as a result of which such Borrower or any of its Restricted Subsidiaries has knowledge in response to (A1) any Hazardous Materials at a Facility Activity the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, Effect or (B2) any Environmental Claims Claim that, individually or in the aggregate, could reasonably be expected to result has a reasonable possibility of resulting in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, Effect and (4C) Borrower’s discovery by such Borrower of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by such Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by such Borrower or any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to such Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether such Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by such Borrower or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose such Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by such Borrower or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject such Borrower or any of its Restricted Subsidiaries to any additional obligations or requirements under any Environmental Laws, Law that are reasonably likely to the extent any such obligation or requirement could reasonably be expected to result in have a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 1 contract

Samples: Credit Agreement (Indivior PLC)

Environmental Disclosure. The Borrower Agent will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of a Parent Company, the Borrower Agent or any of its the Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility Borrower or with respect to any Environmental Claims thatClaims, individually or in the aggregateeach case, could that might reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported by any Loan Party or any of the Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, that could reasonably be expected to result in have a Material Adverse Effect, (2B) any response or remedial action taken by Borrower a Loan Party or any of the Subsidiaries or any other Person as a result Persons of which any Loan Party or any Subsidiary has knowledge in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (4C) any Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by a Parent Company, the Borrower Agent or any of its the Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by a Parent Company, the Borrower Agent or any of the Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could reasonably be expected to result in have a Material Adverse Effect, and (C) any request made to a Parent Company, the Borrower Agent or any of the Subsidiaries for information from any governmental agency that suggests such agency is investigating whether a Parent Company, the Borrower Agent or any of the Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stock, assets, or property by a Parent Company, the Borrower Agent or any of its the Subsidiaries that could reasonably be expected to (A) expose a Parent Company, the Borrower Agent or any of its the Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or and (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by a Parent Company, the Borrower Agent or any of its the Subsidiaries to modify current operations in a manner that could reasonably be expected to subject a Parent Company, the Borrower Agent or any of its the Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse EffectLaw; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a5.09(a).

Appears in 1 contract

Samples: Abl Credit Agreement (Party City Holdco Inc.)

Environmental Disclosure. In the case of the Borrower will Representative, deliver to the Administrative Agent and the Lenders: : (i) as soon as practicable following any Borrower’s receipt thereof, copies of all written reports of material environmental assessments, audits, investigations or investigations, analyses of any kind or characterand reports, whether prepared by personnel of Borrower any Loan Party or any of its Subsidiaries or, to the extent in Borrower’s or by any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters conditions at any Facility or with respect to any Environmental Claims thatClaims, individually or in the aggregate, could each case that are reasonably be expected likely to result in a Material Adverse Effect; liability of $200,000,000 or more to any Group Member; (ii) promptly upon any Borrower obtaining knowledge of the occurrence or any Borrower’s receipt of notice thereof, written notice describing in reasonable detail relating to (1A) any Release required to be reported by any Loan Party or any of its Subsidiaries to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in which Release has a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result reasonable likelihood of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result resulting in one or more Environmental Claims against any Loan Party or any of its Subsidiaries having, individually or in the aggregate, a Material Adverse Effect, or (B) any remedial action taken by any Loan Party or any other Person in response to (1) any Hazardous Materials the existence of which has a reasonable likelihood of resulting in one or more Environmental Claims against any Loan Party or any of its Subsidiaries having, individually or in the aggregate, a Material Adverse Effect or (2) any Environmental Claims against any Loan Party or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result have a reasonable likelihood of resulting in a Material Adverse Effect, (3C) Borrowerany Loan Party’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery actual knowledge of any occurrence or condition on any real property adjoining or in the vicinity of any Facility Real Estate Asset that could reasonably be expected to cause such Facility Real Estate Asset or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in which has a Material Adverse Effect; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any reasonable likelihood of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, having a Material Adverse Effect or (BD) adversely affect the ability imposition or written threat of Borrower or any imposition of its Subsidiaries any Lien on any Collateral pursuant to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence Law that has a reasonable likelihood of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result resulting in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).134

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Grifols SA)

Environmental Disclosure. Borrower Company will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Company or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported by Company or any of its Subsidiaries to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Company or any of its Subsidiaries or any other Person as a result Persons of which Company has knowledge in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrower’s Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Company or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any Release required to be reported by Company or any of its Subsidiaries to any federal, state or local governmental or regulatory agency, and (3) any request made to Company or any of its Subsidiaries for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Company or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower result in Company or any of its Subsidiaries failing to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Company or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Amscan Holdings Inc)

Environmental Disclosure. Borrower will (i) Promptly upon the occurrence of NewPageHoldCo’s or NewPageCo’s obtaining knowledge thereof, NewPageHoldCo shall deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or analyses of any kind or character, whether prepared by personnel of Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, Lenders written notice describing in reasonable detail (1) any Release required that could reasonably be expected to be reported require a Remedial Action or give rise to Environmental Claims resulting in NewPageHoldCo or its Subsidiaries incurring liability or expenses in excess of $5,000,000, (2) any Remedial Action taken by NewPageHoldCo, its Subsidiaries or any other Person in response to any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims resulting in liability of NewPageHoldCo or its Subsidiaries in excess of $5,000,000, (3) any Environmental Claims (including any requests for information by a Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, Authority) that could reasonably be expected to result in a Material Adverse Effect, (2) any response liability of NewPageHoldCo or remedial action taken by Borrower or any other Person as a result its Subsidiaries in excess of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect$5,000,000, and (4) BorrowerNewPageHoldCo’s or its Subsidiaries’ discovery of any occurrence or condition at any Facility, or on any real property adjoining or in the vicinity of any Facility Facility, that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws Laws; (ii) NewPageHoldCo shall submit to the Administrative Agents semi-annually at the time of the delivery of the quarterly financial statements delivered pursuant to Section 5.1 for each Fiscal Quarter ending in June of each Fiscal Year and at the time of the delivery of the annual financial statements delivered pursuant to Section 5.1 for each Fiscal Year, a written report on the status of (A) any non-compliance with Environmental Law, (B) any pending or threatened Environmental Claim, and (C) any Remedial Action that, individually or in the aggregateeach case, could reasonably be expected to result give rise to liability of or expenditures by NewPageHoldCo or its Subsidiaries of $5,000,000 or more. Such report shall specify in reasonable detail (1) the status of the matter including any significant developments since the date of the prior report, (2) any material technical reports or material correspondence prepared or received relating to the matter, (3) the current plan for resolution or completion of the matter, and (4) the anticipated cost to achieve such resolution or completion of the matter, as applicable. At the request of the Administrative Agent, NewPageHoldCo shall provide the Administrative Agent with copies of all material documents related to such matters that are in its or its Subsidiaries’ possession or control. At the Administrative Agent’s reasonable written request, NewPageHoldCo shall, at its own expense, retain an independent environmental engineer reasonably acceptable to the Administrative Agent to evaluate the adequacy of NewPageHoldCo and its Subsidiaries’ actions to correct, cure or contest any such matter. Such environmental engineer shall prepare and deliver to both NewPageHoldCo and the Administrative Agent, a Material Adverse Effectreport setting forth the results of such evaluation, recommendations for further response actions, and an estimate of the costs thereof; (iii) as soon as practicable following the sending or receipt thereof by Borrower or any of its SubsidiariesNewPageHoldCo shall deliver to Administrative Agent and Lenders, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower NewPageHoldCo or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower NewPageHoldCo or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower NewPageHoldCo or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower NewPageHoldCo or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (viv) NewPageHoldCo shall deliver to Administrative Agent and Lenders with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to addressed by this Section 5.9(a).

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (NewPage CORP)

Environmental Disclosure. Borrower The Credit Parties will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2B) any response or remedial action taken by Borrower the Credit Parties or any other Person as a result of in response to (A1) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (4C) Borrowerany Credit Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (B) any Release required to be reported to any Governmental Authority, and (C) any request for information from any Governmental Authority that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1A) any proposed acquisition of stockCapital Stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A1) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B2) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2B) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent or any Lender (acting through Administrative Agent) in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (OneWater Marine Inc.)

Environmental Disclosure. In the case of the Borrower will Representative, deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of material environmental assessments, audits, investigations or investigations, analyses of any kind or characterand reports, whether prepared by personnel of Borrower any Loan Party or any of its Subsidiaries or, to the extent in Borrower’s or by any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims thatClaims, individually or in the aggregate, could each case that are reasonably be expected likely to result in a Material Adverse Effectliability of $100,000,000 or more to any Group Member; (ii) promptly upon any Borrower obtaining knowledge of the occurrence or any Borrower’s receipt of notice thereof, written notice describing in reasonable detail relating to (1A) any Release required to be reported by any Loan Party or any of its Subsidiaries to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in which Release has a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result reasonable likelihood of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, (B) any remedial action taken by any Loan Party or any other Person in response to (1) any Hazardous Materials the existence of which has a reasonable likelihood of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect or (B2) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable likelihood of resulting in a Material Adverse Effect, (3C) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) BorrowerLoan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in which has a reasonable likelihood of having a Material Adverse EffectEffect or (D) the imposition or written threat of any imposition of any Lien on any Collateral pursuant to any Environmental Law; (iii) as soon as practicable following the sending or receipt thereof by Borrower any Loan Party or any of its Subsidiaries, a copy of any and all material written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (A) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result have a reasonable likelihood of resulting in a Material Adverse Effect;, (B) any Release required to be reported by any Loan Party or any of its Subsidiaries to any Governmental Authority which Release has a reasonable likelihood of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, and (C) any written request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Loan Party or any of its Subsidiaries may be potentially responsible for the Release of any Hazardous Materials which Release has a reasonable likelihood of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect; and (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or other property by Borrower any Loan Party or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower any Loan Party or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect have a Material Adverse Effect on the ability of Borrower any Loan Party or any of its Subsidiaries to maintain in full force and effect all Governmental Authorizations required under any applicable Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries to any additional obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Grifols SA)

Environmental Disclosure. The Borrower will deliver to Administrative Agent and (who will in turn deliver to same to the Lenders:): (i) as soon as practicable promptly following receipt thereofthereof by any Loan Party, copies of all written reports of environmental compliance reports, audits, investigations or investigations, analyses of any kind or characterand reports, whether prepared by personnel of Borrower any Loan Party or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters regarding any Loan Party’s operations, business, Properties or at any leased or owned Facility of any Loan Party or with respect to any Environmental Claims thatbut only if such environmental matter or Environmental Claim, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1A) any Release of Hazardous Materials related to any Loan Party’s operations, business, Properties or at any Facility leased or owned by Borrower or any of its Subsidiaries required to be reported to any federal, state or local Governmental Authority under any applicable Environmental Laws thatLaws, (B) any remedial action taken by any Loan Party or any other Person in response to any Hazardous Material Activity or Environmental Claim that could reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or any threatened Environmental Claim that, the occurrence of which, could reasonably be expected to result in a Material Adverse Effect, (2) any response or remedial action taken by Borrower or any other Person as a result of (A) any Hazardous Materials at a Facility the existence of which could reasonably be expected to result in one or more Environmental Claims havingexpected, individually or in the aggregate, to have a Material Adverse Effect, or Effect and (BC) any Environmental Claims thatLoan Party’s discovery of any occurrence or condition at any Loan Party Properties or at any Facility owned or leased by Borrower or any of its Subsidiaries or any real Property adjoining or in the vicinity of any such Facility that could, individually or in the aggregate, could reasonably be expected to result in cause any such Loan Party, or Properties or Facility owned or leased by Borrower or a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and (4) Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility Subsidiary thereof or any part thereof of such Property or Facility to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws thatLaws; (iii) promptly following the sending or receipt thereof by any Loan Party, a copy of any and all written communications with respect to (A) any Environmental Claims that could, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; , (iiiB) as soon as practicable following the sending any Release required to be reported by any Loan Party to any federal, state or receipt thereof by Borrower or local Governmental Authority, and (C) any of its Subsidiaries, a copy of any and all written communications to or request for information from any Governmental Authority or third party claimant or their representatives with respect to that suggests such agency is investigating whether any Environmental Claims that, individually or in the aggregate, could reasonably Loan Party may be expected to result in a Material Adverse Effect;potentially responsible for any Hazardous Materials Activity; and (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower or any of its Subsidiaries to maintain in full force and effect Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect and (2) any proposed action to be taken by Borrower or any of its Subsidiaries Loan Party to modify current operations in a manner that could reasonably be expected to subject Borrower or any of its Subsidiaries Loan Party to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Second Lien Credit Agreement (U.S. Well Services, Inc.)

Environmental Disclosure. Provided that the Borrower shall not be required to compromise in any way its attorney-client privilege, the Borrower will deliver to the Administrative Agent and the Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence an Authorized Officer obtaining knowledge thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in unless the aggregate, could Borrower reasonably determines that the total environmental costs arising out of such Release would not reasonably be expected to result in have a Material Adverse Effect, (2) any response or remedial action taken by the Borrower or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could would reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (3) Borrower’s discovery of any occurrences or conditions at any Facility that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, and (43) the Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, (2) any material Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether the Borrower or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by the Borrower or any of its Subsidiaries that could would reasonably be expected to (A) expose the Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of the Borrower or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that could would reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Hologic Inc)

Environmental Disclosure. Borrower DUHI will deliver to Administrative Agent and LendersXxxxxxx Xxxxx: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower DUHI or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities governmental authorities or any other Persons, with respect to significant material environmental matters at any Facility or with respect to any material Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectClaims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any material Release required to be reported to any Governmental Authority under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower DUHI or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrower’s DUHI or XXXX’x discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower DUHI or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect, (2) any material Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether DUHI or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower DUHI or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower DUHI or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower DUHI or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower DUHI or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower DUHI or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent Xxxxxxx Xxxxx in relation to any matters disclosed pursuant to this Section 5.9(a5.8(a).

Appears in 1 contract

Samples: Reimbursement and Guaranty Agreement (Delek US Holdings, Inc.)

Environmental Disclosure. Borrower Holdings will deliver to Administrative Agent and Lenders: (i) as soon as practicable following receipt thereof, copies of all written reports of environmental audits, investigations or investigations, analyses and reports of any kind or character, whether prepared by personnel of Borrower Holdings or any of its Subsidiaries or, to the extent in Borrower’s or any of its Subsidiaries’ possession or control, by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or with respect to any Environmental Claims thatwhich could reasonably be expected to have, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority federal, state or local governmental or regulatory agency under any applicable Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws, (2) any response or remedial action taken by Borrower Holdings or any other Person as a result of in response to (A) any Hazardous Materials at a Facility Activities the existence of which could reasonably be expected to result has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, (3) Borrower’s discovery reasonable possibility of any occurrences or conditions at any Facility that, individually or in the aggregate, could reasonably be expected to result resulting in a Material Adverse Effect, and (43) Borrower’s Holdings or Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLaws; (iii) as soon as practicable following the sending or receipt thereof by Borrower Holdings or any of its Subsidiaries, a copy of any and all written communications to or from any Governmental Authority or third party claimant or their representatives with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected have a reasonable possibility of giving rise to result in a Material Adverse Effect;, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any material Hazardous Materials Activity; FIRST LIEN CREDIT AND GUARANTY AGREEMENT 824323-New York Server 7A EXECUTION (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Borrower Holdings or any of its Subsidiaries that could reasonably be expected to (A) expose Borrower Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) adversely affect the ability of Borrower Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations, the absence of which could reasonably be expected to result in a Material Adverse Effect operations and (2) any proposed action to be taken by Borrower Holdings or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Borrower Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws, to the extent any such obligation or requirement could reasonably be expected to result in a Material Adverse Effect; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Reprographics CO)

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