Events of Default, Etc. promptly upon any officer of Issuer obtaining knowledge of (A) any condition or event that constitutes a Default or an Event of Default, or becoming aware that any Holder has given notice with respect to a claimed Default or Event of Default, (B) any violation of any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent or any of its Subsidiaries which has had or could reasonably be expected to have a Material Adverse Effect, (C) any condition or event that could reasonably be expected to result in a violation or breach of the terms or conditions of any FCC License, Underlying License or Spectrum Lease, or result in the termination, invalidity or loss of any material rights under any FCC License, Underlying License or Spectrum Lease or (D) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action Issuer or other Note Party has taken, is taking and proposes to take with respect thereto;
Appears in 3 contracts
Samples: Note Purchase Agreement (NextWave Wireless Inc.), Third Lien Subordinated Exchange Agreement (NextWave Wireless Inc.), Purchase Agreement (NextWave Wireless Inc.)
Events of Default, Etc. promptly upon any officer of Parent Issuer or the Company obtaining knowledge of (Ai) any condition or event that constitutes a Default or an Event of Default, or becoming aware that any Holder has given notice with respect to a claimed Default or Event of Default, (Bii) any violation of any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent Issuer or any of its Subsidiaries the Guarantors which has had or could reasonably be expected to have a Material Adverse Effect, (Ciii) any condition or event that could reasonably be expected to result in a violation or breach of the terms or conditions of any FCC License, Underlying License or Spectrum Lease, or result in the termination, invalidity or loss of any material rights under any FCC License, Underlying License or Spectrum Lease or (Div) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action Parent Issuer or other Note Party has taken, is taking and proposes to take with respect thereto;
Appears in 3 contracts
Samples: Third Lien Subordinated Exchange Note Exchange Agreement (NextWave Wireless Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP), Third Lien Subordinated Exchange Note Exchange Agreement (Navation, Inc.)
Events of Default, Etc. promptly upon any officer of Issuer the Company or Parent obtaining knowledge of (Ai) any condition or event that constitutes a Default or an Event of Default, or becoming aware that any Holder has given notice with respect to a claimed Default or Event of Default, (Bii) any violation of any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent the Company or any of its Subsidiaries the Guarantors which has had or could reasonably be expected to have a Material Adverse Effect, (Ciii) any condition or event that could reasonably be expected to result in a violation or breach of the terms or conditions of any FCC License, Underlying License or Spectrum Lease, or result in the termination, invalidity or loss of any material rights under any FCC License, Underlying License or Spectrum Lease or (Div) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action Issuer the Company or other Note Party has taken, is taking and proposes to take with respect thereto;
Appears in 2 contracts
Samples: Third Lien Subordinated Exchange Note Exchange Agreement (Navation, Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP)
Events of Default, Etc. promptly upon any officer of Issuer the Company or Parent obtaining knowledge of (Ai) any condition or event that constitutes a Default or an Event of Default, or becoming aware that any Holder has given notice with respect to a claimed Default or Event of Default, (Bii) any violation of any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent the Company or any of its Subsidiaries the Guarantors which has had or could reasonably be expected to have a Material Adverse Effect, (Ciii) any condition or event that could reasonably be expected to result in a violation or breach of the terms or conditions of any FCC License, Underlying License or Spectrum Lease, or result in the termination, invalidity or loss of any material rights under any FCC License, Underlying License or Spectrum Lease or (Div) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Officers Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action Issuer the Company or other Note Party has taken, is taking and proposes to take with respect thereto;
Appears in 2 contracts
Samples: Third Lien Subordinated Exchange Note Exchange Agreement (NextWave Wireless Inc.), Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.)
Events of Default, Etc. promptly upon any officer of Issuer the Company obtaining knowledge of (Aa) any condition or event that constitutes a Default or an Event of Default, or becoming aware that any Holder has given notice with respect to a claimed Default or Event of Default, (Bb) any violation of any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent the Company or any of its Subsidiaries the Guarantors which has had or could reasonably be expected to have a Material Adverse Effect, or (Cc) any condition or event that could reasonably be expected to result in a violation or breach of the terms or conditions of any FCC License, Underlying License or Spectrum Lease, or result in the termination, invalidity or loss of any material rights under any FCC License, Underlying License or Spectrum Lease or (Dd) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s 's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action Issuer the Company or other Note Party has taken, is taking and proposes to take with respect thereto;
Appears in 2 contracts
Samples: Purchase Agreement (NextWave Wireless LLC), Purchase Agreement (NextWave Wireless LLC)
Events of Default, Etc. promptly Promptly upon any officer of Issuer Borrower obtaining knowledge (a) of (A) any condition or event that constitutes a an Event of Default or an Potential Event of Default, or becoming aware that any Holder Lender has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default, (Bb) any violation of any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent or any of its Subsidiaries which has had or could reasonably be expected to have a Material Adverse Effect, (C) any condition or event that could reasonably be expected constitutes an event of default under the Opco Credit Documents, or becoming aware that the administrative agent under the Opco Credit Agreement or any holder of debt issued under the Opco Credit Agreement has given any notice or taken any other action with respect to result in a violation claimed default under the Opco Credit Documents, (c) that any Person has given any notice to Borrower or breach taken any other action with respect to a claimed default or event or condition of the terms or conditions of any FCC License, Underlying License or Spectrum Leasetype referred to in Section 7.2, or result in the termination, invalidity or loss (d) of any material rights under any FCC License, Underlying License or Spectrum Lease or (D) the occurrence of any event or change that has caused or evidences, or that could reasonably be expected to cause or evidence, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action Issuer or other Note Party Borrower has taken, is taking and proposes to take with respect thereto;
Appears in 1 contract
Events of Default, Etc. promptly upon any officer Executive Officer of Issuer Holdings or Borrower obtaining knowledge (a) of (A) any condition or event that constitutes a an Event of Default or an Potential Event of Default, or becoming aware that any Holder Lender has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default, (Bb) that any violation of Person has given any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent notice to Holdings or any of its Subsidiaries which has had or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 8.2 that could reasonably be expected to have a Material Adverse Effect, (Cc) any condition or event that could reasonably be expected to result in a violation or breach of the terms or conditions of any FCC Licenseresignation or dismissal of Holdings’ independent accountant, Underlying License (d) of any Change of Control or Spectrum Leaseother event requiring a prepayment of principal on the Senior Notes or any Subordinated Indebtedness or causing an event of default thereunder, or result in the termination, invalidity or loss (e) of any material rights under any FCC License, Underlying License or Spectrum Lease or (D) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Officers’ Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition, and what action Issuer or other Note Party Borrower has taken, is taking and proposes to take with respect thereto;
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Events of Default, Etc. promptly upon any officer of Issuer Parent obtaining knowledge of (A) any condition or event that constitutes a Default or an Event of Default, or becoming aware that any Holder has given notice with respect to a claimed Default or Event of Default, (B) any violation of any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent or any of its Subsidiaries which has had or could reasonably be expected to have a Material Adverse Effect, (C) any condition or event that could reasonably be expected to result in a violation or breach of the terms or conditions of any FCC License, Underlying License or Spectrum Lease, or result in the termination, invalidity or loss of any material rights under any FCC License, Underlying License or Spectrum Lease or (D) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action Issuer Parent or other Note Party has taken, is taking and proposes to take with respect thereto;
Appears in 1 contract
Samples: Third Lien Subordinated Exchange Agreement (NextWave Wireless Inc.)
Events of Default, Etc. promptly upon any officer Executive Officer of Issuer Borrowers obtaining knowledge (a) of (A) any condition or event that constitutes a an Event of Default or an Potential Event of Default, or becoming aware that any Holder Lender has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default, (Bb) that any violation of Person has given any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent notice to Borrowers or any of its their Subsidiaries which has had or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 8.2 that could reasonably be expected to have a Material Adverse Effect, (Cc) any condition or event that could reasonably be expected to result in a violation or breach of the terms or conditions of any FCC Licenseresignation or dismissal of Borrowers' independent accountant, Underlying License (d) of any Change of Control or Spectrum Leaseother event requiring a prepayment of principal on the Senior Notes or any Subordinated Indebtedness or causing an event of default thereunder, or result in the termination, invalidity or loss (e) of any material rights under any FCC License, Underlying License or Spectrum Lease or (D) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Officers' Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition, and what action Issuer or other Note Party has Borrowers have taken, is are taking and proposes propose to take with respect thereto;
Appears in 1 contract
Samples: Credit Agreement (La Quinta Corp)
Events of Default, Etc. promptly upon any officer of Issuer any Loan Party obtaining knowledge (a) of (A) any condition or event that constitutes a an Event of Default or an Potential Event of Default, or becoming aware that any Holder Lender has given any notice (other than to the Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default, (Bb) that any violation Person has given any notice to any Loan Party or taken any other action with respect to a claimed default or event or condition of any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent or any of its Subsidiaries which has had or could reasonably be expected the type referred to have a Material Adverse Effectin subsection 8.2, (Cc) of any condition or event that could reasonably would be expected required to result be disclosed in a violation or breach current report filed by the Company with the Securities and Exchange Commission on Form 8-K with respect to Items 2, 4 and 6 of such Form as in effect on the terms or conditions of any FCC License, Underlying License or Spectrum LeaseClosing Date if the Company were required to file such reports under the Exchange Act, or result in the termination, invalidity or loss (d) of any material rights under any FCC License, Underlying License or Spectrum Lease or (D) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Officers’ Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition, and what action Issuer the Company or any other Note Loan Party has taken, is taking and proposes to take with respect thereto;
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Events of Default, Etc. promptly upon any officer of Parent Issuer or the Company obtaining knowledge of (Ai) any condition or event that constitutes a Default or an Event of Default, or becoming aware that any Holder has given notice with respect to a claimed Default or Event of Default, (Bii) any violation of any law, statute, rule, regulation or ordinance of any Governmental Authority, or of any agency thereof, binding on Parent Issuer or any of its Subsidiaries the Guarantors which has had or could reasonably be expected to have a Material Adverse Effect, (Ciii) any condition or event that could reasonably be expected to result in a violation or breach of the terms or conditions of any FCC License, Underlying License or Spectrum Lease, or result in the termination, invalidity or loss of any material rights under any FCC License, Underlying License or Spectrum Lease or (Div) the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Officers Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action Parent Issuer or other Note Party has taken, is taking and proposes to take with respect thereto;
Appears in 1 contract
Samples: Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.)