Immediate Notice to Agent Sample Clauses

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Authorized Officers. (ii) The completion of any physical count of all or a material portion of the Obligor’s Inventory (together with a copy of the results thereof certified by the Lead Borrower). (iii) Any cessation by the Obligors of their making payment to its creditors generally as the Obligors’ debts become due. (iv) Any failure by the Obligors to pay rent at any forty or more of the Borrowers’ locations, which failure continues for more than Ten (10) days following the last day on which such rent was payable. (v) Any material adverse change in the business, operations, or financial affairs of the Obligors. (vi) The existence of any Suspension Event or Event of Default. (vii) Any decision on the part of any Obligor to discharge the Obligors’ present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity. (viii) Any litigation which, if determined adversely to the Obligors, could be reasonably expected to have a Material Adverse Effect. (ix) Any violation of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental Authority. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders). (ii) At the reasonable request of the Administrative Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iii) Provide the Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.
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Immediate Notice to Agent. (a) The Lead Borrower shall provide the Agent with written notice immediately upon the occurrence of any of the following events, which written notice shall be reasonably particular as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Parent's Chief Executive Officer or Chief Financial Officer.
Sample 1Sample 2
Immediate Notice to Agent. (a) The Lead Borrower shall provide the Agent with written notice immediately upon the occurrence of any of the following events, which written notice shall be reasonably particular as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Parent's Chief Executive Officer or Chief Financial Officer. (ii) The completion of any physical count of all or a material portion of the Borrowers' or Guarantors' Inventory (together with a copy of the results thereof certified by the Lead Borrower). (iii) Any cessation by the Borrowers or Guarantors of their making payment to their creditors on account of Post-Petition debts generally as such debts become due. (iv) Any failure by the Borrowers or Guarantors to pay rent on or after the Petition Date at any five (5) of the Borrowers' or Guarantors' locations (other than the 166 locations provided for under the Pre-Petition Agency Agreement or the other locations permitted to be closed under Section 4.6(b)(iv) of this Agreement) at any one time. (v) Any Material Adverse Change in the business, operations, or financial affairs of the Borrowers or Guarantors occurring after the Petition Date. (vi) The occurrence of any Suspension Event. 115 (vii) Any intention on the part of the Parent to discharge the Parent's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity. (viii) Any litigation which, if determined adversely to the Borrowers, would reasonably be expected to have a Material Adverse Effect after the Petition Date. (ix) The occurrence of an event or circumstance with respect to any Employee Benefit Plan which would reasonably be expected to have Material Adverse Effect. (x) Any intended bulk sale, liquidation, or other disposition of assets of the Borrowers or Guarantors other than in the ordinary course of business (other than in connection with the closing of the 166 locations provided for under the Pre-Petition Agency Agreement or the first ten (10) locations permitted to be closed in any fiscal year under Section 4.6(b)(iv)(B) of this Agreement). (b) The Lead Borrower shall: (i) Provide the Agent, when so distributed, with copies of any materials distributed to the shareholders of the Parent (QUA such shareholders).
Sample 1
Immediate Notice to Agent. The Borrower shall provide the Agent with written notice immediately upon the occurrence of any of the following events: (a) any change in the Borrower's officers, directors, or key employees; (b) any material change in the business, operations, or financial affairs of the Borrower; (c) the occurrence, or failure of occurrence, of an event, which occurrence or failure is, or with the passage of time or giving of notice (or both), would constitute, an Event of Default (as described herein); and (d) any litigation which, if determined adversely to the Borrower, might have a material adverse effect on the financial condition of the Borrower.
Sample 1
Immediate Notice to Agent. The Lead Borrower shall provide the Agent with written notice promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given:
Sample 1
Immediate Notice to Agent. The Borrower shall provide Agent with written notice promptly upon the occurrence of any of the following events, which written notice shall state with reasonable particularity the facts and circumstances of the event for which such notice is being given: (i) any change in any of the Executive Officers; (ii) to the extent notice thereof is provided to the Revolving Agent, the completion of any physical count of all or a material portion of the Borrowers’ Inventory (together with a copy of the results thereof certified by the Borrower); (iii) any cessation by the Borrower of its making payment to its creditors generally as Borrower’s debts become due; (iv) any failure by Borrower to pay rent at any of Borrower’s locations, which failure continues for more than 15 days following the last day on which such rent was payable without more than a minimal adverse effect on Borrower; or (v) any intention on the part of Borrower to discharge the Borrower’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity.
Sample 1
Immediate Notice to Agent. (a) The Lead Borrower shall provide the Agent with written notice promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (ii) Any change in any Borrower's President, chief executive officer, chief operating officer, and chief financial officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles).
Sample 1
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Related to Immediate Notice to Agent

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  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Compliance Certificate; Notice of Default (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

  • Notice to FINRA For a period of ninety (90) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.

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  • Notice to Purchaser DO NOT SIGN THIS CONTRACT UNTIL YOU READ IT OR IF IT CONTAINS BLANK SPACES.

  • Notice to Parties Whenever any notice, statement or other communication is required under this Contract, it will be sent by E-mail or first class U.S. mail service to the following addresses, unless otherwise specifically advised. A. Notices to the State shall be sent to: _________________________________________ _________________________________________ _________________________________________ _________________________________________ E-mail: __________________________________ B. Notices to the Contractor shall be sent to: __________________________________________ __________________________________________ __________________________________________ __________________________________________ E-mail: ___________________________________ As required by IC § 4-13-2-14.8, payments to the Contractor shall be made via electronic funds transfer in accordance with instructions filed by the Contractor with the Indiana Auditor of State.

  • Voting; Notice to Depositor Subject to the following two paragraphs, in the event that the Trustee shall have been notified at any time of any action to be taken or proposed to be taken by at least a legally required number of holders of any Securities deposited in a Trust, the Trustee shall take such action or omit from taking any action, as appropriate, so as to cause the Securities to be voted as closely as possible in the same manner and the same general proportion as are the Securities held by owners other than such Trust. The Trustee may employ an agent to cause the Securities to be voted as provided in the preceding sentence and the cost of such agent shall be an expense reimbursable to the Trustee from the Income or Capital Accounts as provided in Section 6.04. With respect to any Trust which is a widely held fixed investment trust as defined in Treas. Reg. Section 1.671 5(b)(22), in the event that an offer by the issuer of any of the Securities or any other party shall be made to issue new securities, or to exchange securities, for Trust Securities, the Trustee shall reject such offer. However, should any issuance, exchange or substitution be effected notwithstanding such rejection or without an initial offer, any securities, cash and/or property received shall be deposited hereunder and shall be promptly sold, if securities or property, by the Trustee pursuant to the Depositor’s direction, unless the Depositor advises the Trustee to keep such securities or property. With respect to any Trust which intends to qualify as a regulated investment company, as set forth in the Prospectus for such Trust, in the event that an offer by the issuer of any of the Securities or any other party shall be made to issue new securities, or to exchange securities, for Trust Securities, the Trustee will, at the direction of the Depositor, vote for or against any offer for new or exchanged securities or property in exchange for a Trust Security. Should any issuance, exchange or substitution be effected, any securities, cash and/or property received shall be deposited hereunder and shall be promptly sold, if securities or property, by the Trustee pursuant to the Depositor’s direction, unless the Depositor advises the Trustee to keep such securities or property. The Depositor may rely on the Portfolio Supervisor in so advising the Trustee. The cash received in such exchange and cash proceeds of any such sales shall be distributed to Unit holders on the next distribution date in the manner set forth in Section 3.05 regarding distributions from the Capital Account. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any such sale. Subject to the preceding paragraph, with respect to any Trust which intends to qualify as a regulated investment company, as set forth in the Prospectus for such Trust, and holds shares of a closed-end fund, exchange traded fund or other investment fund (a “Deposited Fund”), the Trustee will provide the Depositor access to the information provided to the Trustee regarding matters on which voting or other action is solicited or required with respect to shares of a Deposited Fund. If the Depositor determines that the voting or response to such matters should not be done in accordance with the first paragraph of this Section, the Depositor will direct the Trustee in writing as to the manner in which the voting or response should be made not later than ten Business Days prior to due date for the vote or response. Unless prohibited by law or statute, the Trustee will vote or respond as directed by the Depositor. In providing such direction, the Depositor will take into account any applicable agreement and all restrictions or limitations imposed by applicable law or statute and will cause the shares to be voted, or other response made, in the best interests of the Unit holders. The Depositor is authorized to enter into an agreement with a Deposited Fund with respect to the manner in which the shares of such fund will be voted or otherwise regarding a Trust’s investment in such Deposited Fund. The Trustee shall have no responsibility or liability for any loss or liability resulting from any vote or other response made pursuant to the Depositor’s direction or otherwise pursuant to this Section in the absence of the Depositor’s direction."

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