Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) to the extent required to be disclosed by Securities Laws: (i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto; (iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws; (c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility; (d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and (e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
Appears in 4 contracts
Samples: Credit Agreement (Hemisphere Media Group, Inc.), Credit Agreement (Hemisphere Media Group, Inc.), Credit Agreement (Hemisphere Media Group, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent Agent, the Issuing Bank and each Lender prompt Lender, promptly after any Responsible Officer of the Borrower or any Subsidiary obtains knowledge thereof, written notice of the following:
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
not later than five (i5) Business Days after receipt of official written notice, the filing or commencement of, or (to the extent permitted by law, rule or regulation) any threat or notice of intention of any Person person to file or commence, any investigation, action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(iic) within five (x5) Business Days thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in have a Material Adverse Effect and Effect;
(yd) the occurrence not later than five (5) Business Days after receipt of official written notice, any Foreign Benefit Event thatdevelopment that has resulted in, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of the Borrower or any Subsidiary from any Medical Reimbursement Program in a Material Adverse Effectwhich it participates, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and;
(ive) the occurrence not later than five (5) Business Days after receipt of official written notice, commencement of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting audit of the Loan PartiesBorrower or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against the Borrower or any Subsidiary, in each case, as described that could reasonably be expected to result in Securities Laws;
(c) a suspension, revocation or termination of any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings material contract of the Term Loan Facility by S&P or Xxxxx’x, Borrower or any notice from either Subsidiary with respect to Medicaid or Medicare, including any such agency indicating its intent contract to effect such be a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar listMedicare Advantage Organization, in each case with negative implicationsto the extent such suspension, revocation or termination is material to the Borrower and its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its SubsidiariesSubsidiaries taken as a whole; and
(ef) receipt by the Borrower or any Subsidiary of (i) any material change in the status notice of suspension or terms and conditions of use forfeiture of any material FCC License certificate of authority or similar license of any HMO Subsidiary to the Lead extent such suspension or forfeiture is material to the Borrower and its Subsidiaries, taken as a whole and (ii) to the extent permitted by law, rule or regulation, any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a material provider agreement that, if not promptly complied with or cured, could reasonably be expected to result in the suspension or forfeiture of any certification, license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its Restricted business as then conducted or in the termination of any insurance or reimbursement program then available to any HMO Subsidiary, in each case to the extent such suspension, termination or forfeiture is material to the Borrower and its Subsidiaries, taken as a whole.
Appears in 4 contracts
Samples: Credit Agreement (Wellcare Health Plans, Inc.), Credit Agreement (Wellcare Health Plans, Inc.), Credit Agreement (Wellcare Health Plans, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt (who shall distribute to the Lenders) written notice of the following:following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted inhad, or could reasonably be expected to result in, a Material Adverse Effect; and
, (ivii) the occurrence of with respect to any material fraud that involves management employees who have a significant role in the internal controls over financial reporting Loan Document or (iii) with respect to any of the Loan Parties, in each case, as described in Securities Lawsother Transactions;
(c) any change in the Lead Borrower’s corporate rating by S&Pdevelopment that has resulted, or could reasonably be expected to result, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan FacilityMaterial Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any change in the Fiscal Year of the Parent ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its SubsidiariesSubsidiaries in an aggregate amount exceeding $10,000,000; and
(ef) the receipt by any material change Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the status or terms aggregate, have not subjected and conditions of use of any material FCC License of could not be reasonably be expected to subject the Lead Borrower or any of its Restricted SubsidiariesCompanies collectively to liabilities exceeding $10,000,000.
Appears in 4 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Internap Corp), Credit Agreement (Internap Corp), Credit Agreement (Internap Corp)
Litigation and Other Notices. Furnish to the Administrative Agent and Agent, with a copy for each Lender prompt Bank, written notice of the followingfollowing promptly after any officer of the Company or any Subsidiary becomes aware of the same:
(a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or receipt of notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of any ERISA Event that, alone Subsidiary which has had or together with any other ERISA Events that would likely have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) on the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities LawsCompany;
(c) any change development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings reasonable judgment of the Term Loan Facility by S&P or Xxxxx’xCompany has had, or any notice from either such agency indicating its intent to effect such would likely have, a change or to place Material Adverse Effect on the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan FacilityCompany;
(d) the issuance by any change in Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the Fiscal Year effect of prohibiting, the Parent Loans or Letters of Credit, or the initiation of any of its Subsidiaries; andlitigation or similar proceeding seeking any such injunction, order or other restraint;
(e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC;
(f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or
(g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material change in the status or terms and conditions of use of any material FCC License business practice of the Lead Borrower Company or any of its Restricted SubsidiariesSubsidiary.
Appears in 4 contracts
Samples: Credit Agreement (Best Buy Co Inc), Credit Agreement (Best Buy Co Inc), Credit Agreement (Best Buy Co Inc)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing upon any Loan Party’s knowledge thereof:
(a) the occurrence of any Default or Event of Default, specifying the nature and extent thereof, the date of occurrence thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any written (including by email or other electronic means) threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (xc) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence liability of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent Borrower and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect theretoSubsidiaries in an aggregate amount exceeding $1,000,000;
(iiid) any development or event that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change default or event of default (in each case, after taking into account applicable cure or grace periods) under any Contractual Obligation (other than the status or terms and conditions Loan Documents) of use of any material FCC License of Holdings, the Lead Borrower or any of its Restricted Subsidiariestheir respective Subsidiaries that would reasonably be expected to have a Material Adverse Effect;
(f) any notices of default received by any Loan Party from, or notices of default furnished to, any holder which is not an Affiliate of Holdings of Material Indebtedness and not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of this Section 5.05 (together with copies thereof); and
(g) any damage or destruction to Collateral that is reasonably and in good faith determined by Borrower to be in an amount in excess of $1,000,000.
Appears in 4 contracts
Samples: Credit Agreement (Blackline, Inc.), Credit Agreement (Blackline, Inc.), Credit Agreement (Blackline, Inc.)
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent and each Lender Agents prompt written notice of the following:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers a Borrower or any Affiliate Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (xc) the occurrence of any ERISA Event or analogous event with respect to a Canadian Pension Plan, Defined Benefit Plan or Canadian Benefit Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events such events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Parent Borrower or its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the part of the Parent Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Lien permitted by Section 6.02 upon, against or in connection with the Parent Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Parent Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or
(e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
Appears in 2 contracts
Samples: Syndicated Facility Agreement (Civeo Corp), Syndicated Facility Agreement (Civeo Corp)
Litigation and Other Notices. Furnish to Notify the Administrative Agent and each Lender prompt written notice the Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any of the followingfollowing that affects any Loan Party:
(a) the threat (in writing) or commencement of any proceeding or investigation, whether or not covered by insurance, if the same could reasonably be expected to have a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any event that would permit a third-party counterparty to terminate, a Material Contract or any “event of default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(be) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to have a Material Adverse Effect;
(f) the extent required assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if the same could reasonably be disclosed expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by Securities Laws:a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;
(i) the filing receipt of any Environmental Notice alleging or commencement ofseeking fines, penalties, damages, or remediation costs, or any threat Loan Party or notice any of intention the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any Person to file or commenceERISA Event if the same, any action, suit or proceeding, whether at law either individually or in equity or by or before any Governmental Authoritythe aggregate, against the Borrowers or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(iik) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(xl) the occurrence of any ERISA Event that, alone event or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(cm) any negative change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility Loans by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesLoans.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five (5) Business Days of the occurrence thereof (and in the case of any written threat or notice of intention referred to in clause (b) below, within five (5) Business Days of the date on which any Responsible Officer of a Loan Party becomes aware or should have become aware of such occurrence)):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrowers any Loan Party or any Affiliate thereof Subsidiary that could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiic) any development that has resulted in, or could reasonably be expected to result in, in a Material Adverse Effect; and;
(ivd) the occurrence of a Casualty Event (i) to any material fraud that involves management employees who have a significant role portion of Collateral in excess of $5,000,000 or (ii) to any portion of the internal controls over financial reporting assets of the Loan Parties, of any type whatsoever, in each case, as described in Securities Lawsexcess of $20,000,000;
(ci) all material amendments to any agreements related to Material Indebtedness (together with a copy of each such amendment) and (ii) any change default, event of default, termination event, early termination event or force majeure under any of the foregoing agreements (other than the Supply and Offtake Documents) or any event related thereto which with the giving of notice, the passage of time, or both. could result in such a default; and,
(f) any Lien (other than Permitted Liens) or claim that, to the Lead Borrower’s corporate rating by S&Pknowledge, in the Lead Borrower’s corporate family rating by Xxxxx’x has been made or in the ratings asserted against any of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.), Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five (5) Business Days of a Responsible Officer having knowledge of the occurrence thereof):
(a) (i) the occurrence of any Default or Event of Default, specifying (ii) any event of default under the nature ABL Credit Agreement or (iii) no later than five (5) Business Days after delivery thereof, copies of any notices delivered pursuant to the Supply and extent thereof and the corrective action (if any) taken or proposed to be taken Offtake Agreement with respect theretoto any “Default”, “Event of Default”, “Termination Event” or “Force Majeure” (as each such term is defined in the Supply and Offtake Agreement);
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrowers any Loan Party or any Affiliate thereof Subsidiary that could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document;
(c) any litigation or proceeding affecting any Group Member (other than any Excluded Subsidiary) (i) in which the amount involved is $20,000,000 or more and not covered by insurance or (ii) in which injunctive or similar relief is sought;
(xd) as soon as possible upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurredEvent, could reasonably be expected to result in liability of the Loan Parties or any of their ERISA Affiliates in an aggregate amount exceeding $1,000,000 or the imposition of a Material Adverse Effect and (y) Lien on the occurrence assets of any Foreign Benefit Event thatLoan Party, alone a written notice specifying the nature thereof, what action any of the Loan Parties or together with any other Foreign Benefit Events that have occurredof their respective ERISA Affiliates has taken, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers is taking or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto;
; and (iiiii) with reasonable promptness, upon Administrative Agent’s request, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent Parties or any of its Subsidiariestheir respective ERISA Affiliates with the IRS with respect to each Pension Plan; (2) all notices received by any of the Loan Parties or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and three (3) copies of such other documents or governmental reports or filings relating to any Plan or Pension Plan as Administrative Agent shall reasonably request; and
(e) any material change in the status development that has had or terms and conditions would reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 5.7 shall be accompanied by a statement of use of any material FCC License a Responsible Officer setting forth details of the Lead Borrower or any of its Restricted Subsidiariesoccurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.
Appears in 2 contracts
Samples: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five (5) Business Days following any Responsible Officer of Borrower obtaining knowledge of the occurrence thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiic) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $1,000,000 (whether or not covered by insurance);
(e) the receipt by any Company of any notice of any Environmental Claim or violation of Environmental Law or potential liability under Environmental Law, or knowledge by any Company that there exists a condition that would reasonably be expected to result in an Environmental Claim or a violation of or liability under, any Environmental Law; except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, would not be reasonably likely to subject the Companies collectively to liabilities exceeding $1,000,000; and
(ivf) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim asserted against all or any substantial portion of the Collateral or (ii) the occurrence of any material fraud that involves management employees who have a significant role other event which could materially adversely affect the value of the Collateral in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiariesaggregate.
Appears in 2 contracts
Samples: Credit Agreement (Kemet Corp), Credit Agreement (Kemet Corp)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, or any judgment, ruling, substantive order or settlement with respect to, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Borrower or any Affiliate thereof that (i) involves any Loan Document or the Transactions or (ii) could reasonably be expected to result in a Material Adverse Effect;
(ii) (xc) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred since the date of this Agreement, could reasonably be expected to result in a Material Adverse Effect liability of the Borrower and the Subsidiaries in an aggregate amount that could reasonably be expected to exceed $2,500,000;
(yd) the discovery or Release to the environment of Hazardous Materials or occurrence of violations of Environmental Law, including receipt of claims or notices of potential liability therefor, that in any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, such case could reasonably be expected to result in losses, expenses, fines or penalties asserted against or payable by the Borrower or any of its Subsidiaries in an aggregate amount that could reasonably be expected to exceed $2,500,000;
(e) any change in any Applicable Insurance Code that could reasonably be expected result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;; and
(iiif) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five Business Days of obtaining knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company that has had, or any Affiliate thereof that could would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Credit Document or (iii) with respect to any of the Restatement Date Transactions;
(c) any event, change, effect, development, circumstance, or condition that has resulted, or would reasonably be expected to result, in a Material Adverse Effect;
(ii) (xd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiie) the receipt by any development Company of any notice of any Environmental Claim, violation by any Company of Environmental Law, or knowledge by any Company that there exists a condition that has resulted inresulted, or could would reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations, conditions and liabilities the consequence of which would not be reasonably expected to result in, in a Material Adverse Effect; and;
(ivf) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim assessed against, all or any material portion of the Collateral or (ii) the occurrence of any other event which would reasonably be expected to materially and adversely affect all or a material fraud that involves management employees who have a significant role in the internal controls over financial reporting portion of the Loan Parties, in each case, as described in Securities LawsCollateral;
(cg) the occurrence of any change Event of Loss in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings respect of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan FacilityCollateral Vessel;
(dh) any change damage or injury caused by or to a Collateral Vessel in the Fiscal Year excess of the Parent or any of its Subsidiaries$2,500,000; and
(ei) any material change in the status default or terms and conditions of use of notices under any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesPermitted Charter.
Appears in 2 contracts
Samples: Credit Agreement (Diamond S Shipping Inc.), Credit Agreement (Diamond S Shipping Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within three Business Days following any Responsible Officer’s knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(iic) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(xd) the occurrence of a Casualty Event in excess of $250,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $250,000;
(f) the receipt by any Company of any notice of any Environmental Claim or violation of or potential liability under, or knowledge by any Company that there exists a Material Adverse Effect condition that could reasonably be expected to result in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, would not be reasonably likely to subject the Companies collectively to liabilities exceeding $250,000;
(yg) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim asserted against all or any substantial portion of the Collateral or (ii) the occurrence of any Foreign Benefit Event other event which could materially adversely affect the value of the Collateral;
(h) the receipt by any Company of any notice of any termination, suspension, revocation, transfer, surrender, or other impairment of any material Company Permit, material Company Accreditation or material Company Reimbursement Approval; and
(i) the receipt by any Company of any notice of any Health Care Survey or Health Care Audit that, alone or together with any other Foreign Benefit Events that have occurredHealth Care Survey or Health Care Audit, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting liability of the Loan Parties, Companies in each case, as described an aggregate amount exceeding $500,000 in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiariestwelve-month period.
Appears in 2 contracts
Samples: Second Lien Term Loan Agreement (Critical Homecare Solutions Holdings, Inc.), First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five Business Days of obtaining knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company that has had, or any Affiliate thereof that could would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any event, change, effect, development, circumstance, or condition that has resulted, or would reasonably be expected to result, in a Material Adverse Effect;
(ii) (xd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiie) the receipt by any development Company of any notice of any Environmental Claim, violation by any Company of Environmental Law, or knowledge by any Company that there exists a condition that has resulted inresulted, or could would reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations, conditions and liabilities the consequence of which would not be reasonably expected to result in, in a Material Adverse Effect; and
(ivf) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim assessed against, all or any material portion of the Collateral or (ii) the occurrence of any other event which would reasonably be expected to materially and adversely affect all or a material fraud that involves management employees who have a significant role in the internal controls over financial reporting portion of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 2 contracts
Samples: Credit Agreement (International Seaways, Inc.), Credit Agreement (International Seaways, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five (5) Business Days following any Responsible Officer’s knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(iic) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(xd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect liability of Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;
(ye) the occurrence receipt by any Company of any Foreign Benefit Event thatnotice of any Environmental Claim or violation of or potential liability under, alone or together with knowledge by any other Foreign Benefit Events Company that have occurred, there exists a condition that could reasonably be expected to result in an Environmental Claim or a Material Adverse Effectviolation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in each casethe aggregate, Holdings, would not be reasonably likely to subject the Borrowers or the applicable Restricted Subsidiary will also furnish Companies collectively to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(sliabilities exceeding $1,000,000; and
(f) (as applicablei) and the action, if any, that such entity proposes to take with respect thereto;
incurrence of any Lien (iiiother than Permitted Liens) any development that has resulted inon, or claim asserted against all or any substantial portion of the Collateral or (ii) the occurrence of any other event which could reasonably be expected to result in, a Material Adverse Effect; and
(iv) materially and adversely affect the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting value of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 2 contracts
Samples: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five Business Days after obtaining knowledge thereof);
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) any default or event of default under any Contractual Obligation of the Company if the same could reasonably be expected to the extent required to be disclosed by Securities Laws:have a Material Adverse Effect;
(ic) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
, or (ii) with respect to any Loan Document; and
(xd) the following events, as soon as possible and in any event within 30 days after Borrower knows or has reason to know thereof: (i) the occurrence or expected occurrence of any ERISA Event thatreportable event with respect to any Single Employer Plan, alone any determination that a Single Employer Plan is in "at risk" status (within the meaning of Section 430 of the Code or together Section 303 of ERISA), or any withdrawal from, or the termination, bankruptcy, reorganization or insolvency of, any Multiemployer Plan or determination that any Multiemployer Plan is in "endangered" or "critical" status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (ii) the institution of proceedings or the taking of any other action by the PBGC, the Borrower, any Commonly Controlled Entity with respect to the withdrawal from, or the termination, of, any Single Employer Plan (other than the termination of any Single Employer Plan pursuant to Section 4041(b) of ERISA); where, in connection with any other ERISA Events that have occurredof the foregoing in (i) or (ii), the amount of liability the Borrower or any Commonly Controlled Entity could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could would reasonably be expected to result in cause a Material Adverse Effect, ; and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish Each notice pursuant to the Administrative Agent and each Lender this Section 4.02 shall be accompanied by a statement of its financial officer a Responsible Officer setting forth details of the details as occurrence referred to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) therein and stating what action the action, if any, that such entity Borrower proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Northstar Realty Finance Corp.), Facility Agreement (Northstar Realty Finance Corp.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five Business Days following the date on which a Responsible Officer obtains knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(iid) the occurrence of a Casualty Event in excess of $2,000,000 (xwhether or not covered by insurance);
(e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect liability of Borrower and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result its Subsidiaries in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect theretoan aggregate amount exceeding $2,000,000;
(iiif) the receipt by any development Company of any notice of any Environmental Claim or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted inresulted, or could reasonably be expected to result inresult, in an Environmental Claim or a Material Adverse Effectviolation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, have not and could not be reasonably likely to subject the Companies collectively to liabilities exceeding $2,000,000; and
(ivg) (i) the incurrence of any Lien (other than Permitted Collateral Liens) on, or claim asserted against, all or any substantial portion of the Collateral or (ii) the occurrence of any material fraud that involves management employees who have a significant role in other event which could reasonably be expected to materially and adversely affect the internal controls over financial reporting value of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 2 contracts
Samples: Credit Agreement (Biglari Holdings Inc.), Credit Agreement (Biglari Holdings Inc.)
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Borrower or any Affiliate Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (xc) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events such events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Borrower or its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the part of the Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Permitted Lien upon, against or in connection with the Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or
(e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within three Business Days of the occurrence thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document;
(ii) (xc) the occurrence of any ERISA Event thatevent, alone or together with the identification of any other ERISA Events set of facts or circumstances, arising under or relating to Environmental Laws or Hazardous Materials, that have occurred, could reasonably be expected to result in a Material Adverse Effect loss, liability or other obligations of the Companies (including, without limitation: fines; penalties; settlement payments; costs and (yexpenses; supplemental environmental projects; investigative and remedial costs; compliance costs; compensatory and punitive damages arising out of harm to person, property, or natural resources; capital costs; and operating costs) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect theretoan aggregate amount exceeding $500,000;
(iiid) any development that has resulted in, or could reasonably be expected to result in, in a Material Adverse Effect;
(e) the occurrence of Casualty Events in an aggregate amount exceeding $500,000; and
(ivi) the incurrence of any material Lien (other than Permitted Collateral Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any material fraud that involves management employees who have a significant role in other event which could materially affect the internal controls over financial reporting value of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 2 contracts
Samples: Credit Agreement (SFBC International Inc), Credit Agreement (SFBC International Inc)
Litigation and Other Notices. Furnish to the Administrative Agent, each other Agent and each Lender prompt written notice of the following:following promptly (and in any event within five Business Days) upon a Responsible Officer of AbitibiBowaterResolute or any of its Subsidiaries obtaining knowledge thereof: -153-
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat notice to AbitibiBowaterResolute, any Borrower or notice any of their Subsidiaries of the intention of any Person to file or commence, any action, suit or proceeding, proceeding (whether at law or in equity or by or before any Governmental AuthorityAuthority or any arbitrator) against AbitibiBowaterResolute, against the Borrowers any Borrower or any Affiliate thereof that (i) could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;
(c) any development that has resulted in, or could reasonably be anticipated to result in, a Material Adverse Effect;
(ii) (xd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and.
(e) any material change in the status casualty or terms and conditions of use other insured damage to any material portion of any material FCC License Collateral (including Mortgaged Property) or the commencement of any action or proceeding for the Lead Borrower taking or expropriation of any Collateral (including Mortgaged Property) or any material part thereof or material interest therein under power of its Restricted Subsidiarieseminent domain or by condemnation or similar proceeding; and
(f) the commencement of a Dominion Period, a Compliance Period or a Weekly Borrowing Base Period.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within three Business Days following the occurrence thereof):
(ai) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(iii) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company that has had, or any Affiliate thereof that could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(iii) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(iiiv) the occurrence of a Casualty Event in excess of $2,500,000 (xwhether or not covered by insurance);
(v) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiivi) the receipt by any development Company of any notice of any Environmental Claim or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted inresulted, or could reasonably be expected to result inresult, in an Environmental Claim or a Material Adverse Effectviolation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, have not and could not be reasonably likely to subject the Companies collectively to liabilities exceeding $2,500,000; and
(ivvii) (i) the incurrence of any Lien (other than Permitted Collateral Liens) on, or claim asserted against, all or any material portion of the Collateral or (ii) the occurrence of any material fraud that involves management employees who have a significant role in other event which could reasonably be expected to materially adversely affect the internal controls over financial reporting value of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, in the case of notices delivered pursuant to clause (a), (b), (c) and (d) below, within five Business Days of knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiic) any development that has resulted in, or could reasonably be expected to result in, in a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any material change in the Fiscal Year accounting policies or financial reporting practices of the Parent Borrower or any of its SubsidiariesRegency MLP; and
(e) (i) the (A) acquisition, or (B) Commercial Operation Date, in each case, of a Pipeline that is required to be mortgaged pursuant to Section 5.10(d), (ii) the acquisition of any material change Real Property that is required to be mortgaged pursuant to Section 5.10(c) and (iii) the construction or acquisition of any Building or Manufactured (Mobile) Home on any Mortgaged Property that is required to be mortgaged pursuant to Section 5.10(e), in each case, within 30 days of the acquisition (or, in the status case of clause (i)(B) above, the Commercial Operation Date, or terms and conditions in the case of use of clause (iii) above, the acquisition or construction) thereof. Any information that any material FCC License of Loan Party is required to deliver to the Lead Borrower Administrative Agent or any of its Restricted SubsidiariesLender pursuant to Section 5.01 and this Section 5.02 shall be deemed delivered if and when such information is filed on XXXXX or the equivalent thereof with the Securities and Exchange Commission.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within three Business Days following the occurrence thereof):
(ai) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(iii) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company that has had, or any Affiliate thereof that could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(iii) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(iiiv) the occurrence of a Casualty Event in excess of $5,000,000 (xwhether or not covered by insurance);
(v) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiivi) any development investigation or proposed investigation by the Pensions Regulator which could reasonably lead to the issuance of a Contribution Notice or Financial Support Direction to any Company (whether in respect of the UK DB Plans or otherwise), and of the receipt by any Company of a Contribution Notice or Financial Support Direction;
(vii) the receipt by any Company of any notice of any Environmental Claim or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted inresulted, or could reasonably be expected to result inresult, in an Environmental Claim or a Material Adverse Effectviolation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, have not and could not be reasonably likely to subject the Companies collectively to liabilities exceeding $5,000,000; and
(ivviii) (i) the incurrence of any Lien (other than Permitted Collateral Liens) on, or claim asserted against, all or any material portion of the Collateral or (ii) the occurrence of any material fraud that involves management employees who have a significant role in other event which could reasonably be expected to materially adversely affect the internal controls over financial reporting value of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within (i) in the case of clause (a), three Business Days and (ii) in any other case, ten days of the occurrence thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiic) any development that has resulted in, or could reasonably be expected to result in, in a Material Adverse Effect; and;
(ivd) the occurrence of a Casualty Event with respect to properties having a book value in excess of $1,000,000;
(e) the occurrence of the termination of, or the receipt by any Loan Party of notice of the termination of, or the occurrence of any event or condition which would, with the passage of time or the giving of notice or both, constitute an event of default under or permit the termination of, any one or more material agreements or licenses of any Company;
(f) (i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any material fraud that involves management employees who have a significant role in other event which could reasonably be expected to materially adversely affect the internal controls over financial reporting value of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its SubsidiariesCollateral; and
(eg) to the extent permitted by law, the occurrence of any events, discussions, notices or changes with respect to any criminal investigation or action or any material change in the status regulatory investigation or terms and conditions of use action involving any Loan Party or any Affiliate or representative of any material FCC License Loan Party, and the Loan Parties shall take commercially reasonable actions to avoid or mitigate any cost or regulatory consequences that might arise from such investigation or action (it being understood, for the avoidance of doubt, that in no event shall the Lead Borrower provisions of this clause be construed or deemed to provide any Agent or any of its Restricted SubsidiariesLender control over any Loan Party).
Appears in 1 contract
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent and each Lender Agents prompt written notice of the following:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers a Borrower or any Affiliate Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (xc) the occurrence of any ERISA Event or analogous event with respect to a Canadian Pension Plan, Defined Benefit Plan or Canadian Benefit Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events such events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Parent Borrower or its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the part of the Parent Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Lien permitted by Section 6.02 upon, against or in connection with the Parent Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Parent Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or -136-
(e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent Promptly, upon receiving written notice, or obtaining knowledge thereof (and each Lender prompt in any case no later than five (5) Business Days after receiving written notice, or obtaining knowledge thereof), give written notice of the followingto Lender of:
(a) any Default litigation, action or Event of Defaultproceeding pending or, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
knowledge of Xxxxxxxx, threatened, against any Loan Party (i) the filing or commencement ofinvolving claims in excess of $100,000 against, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of seeking any ERISA Event material injunctive, declaratory or other equitable relief that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurredif adversely determined, could reasonably be expected to result in a Material Adverse Effect, or (iii) instituted for the purpose of revoking, terminating, suspending, withdrawing, modifying or withholding any Applicable Permit or Material Project Document;
(b) any dispute or disputes which may exist between it and in each caseany Governmental Authority and which involve (i) claims against it or a Project, Holdings(ii) injunctive or declaratory relief, the Borrowers or (iii) revocation, modification, suspension or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement like of its financial officer setting forth the details as to such ERISA Event(s) any Applicable Permit or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take imposition of additional material conditions with respect thereto;
(iiic) any development Default or Event of Default, and together with such notice or as soon thereafter as possible, a description of the action or actions that Xxxxxxxx has taken or proposes to take with respect to such Default or Event of Default;
(d) any casualty, damage or loss, whether or not insured, through fire, theft, other hazard or casualty, if such casualty, damage or loss affects it or any Project;
(e) any matter which has or could reasonably be expected to have a Material Adverse Effect;
(f) initiation of any condemnation or eminent domain proceedings involving a Project, a Project site or any material portion thereof;
(i) any notice of default or termination given or received under any Material Project Document; (ii) any occurrence at, on or arising from an Approved Project that has resulted in, in or could reasonably be expected to result inin material noncompliance with or a material liability under any Environmental Law, (iii) Release of Contaminants on or from an Approved Project that has resulted in or could reasonably be expected to result in personal injury or material property damage or have a Material Adverse Effect; and
, or (iv) the occurrence of pending or threatened material Environmental Claim against any material fraud that involves management employees who have a significant role Loan Party or arising in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Lawsconnection with occupying or conducting operations on or at an Approved Project;
(ch) any change in the Lead Borrower’s corporate rating by S&Ptermination, in the Lead Borrower’s corporate family rating by Xxxxx’x revocation, suspension or in the ratings material modification of the Term Loan Facility by S&P or Xxxxx’xany Applicable Permit, or any action or proceeding related to any notice from either such agency indicating its intent of violation issued by a Governmental Authority to effect such a change or to place the Lead Borrower or the Term any Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan FacilityParty;
(di) any change in claim of force majeure under any Material Project Document and, to the Fiscal Year extent reasonably requested by Xxxxxx and reasonably available to Borrower, copies of related invoices, statements, supporting documentation, schedules, data or affidavits delivered under the Parent relevant Material Project Document;
(j) its intention to undertake any action or any of its Subsidiaries; andaction by Borrower or any Loan Party that would constitute a Reportable Event;
(ek) a copy of any amendment, modification, supplement or a waiver with respect to any Material Project Document to Lender promptly upon Xxxxxxxx receiving a copy thereof, but in no event later than thirty (30) days after it has received a fully executed copy thereof;
(i) any cancellation or material change in the status terms, coverages or terms and conditions of use amounts of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.insurance described in Section 5.4; and
Appears in 1 contract
Samples: Assumption, Ratification and Modification Agreement (Energea Portfolio 2 LLC)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within three Business Days following any Responsible Officer’s knowledge thereof):
(a) any Default or Event any default or event of Defaultdefault under the Senior Note Documents, in each case, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions or Restatement Transactions;
(iic) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(xd) the occurrence of a Casualty Event in excess of $500,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $500,000;
(f) the receipt by any Company of any notice of any Environmental Claim or violation of or potential liability under, or knowledge by any Company that there exists a Material Adverse Effect condition that could reasonably be expected to result in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, would not be reasonably likely to subject the Companies collectively to liabilities exceeding $500,000;
(yg) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim asserted against all or any substantial portion of the Collateral or (ii) the occurrence of any Foreign Benefit Event other event which could reasonably be expected to materially and adversely affect the value of the Collateral;
(h) the receipt by any Company of any notice of any termination, suspension, revocation, transfer, surrender, or other material impairment of any material Company Health Care Permit, material Company Accreditation or material Company Reimbursement Approval; and
(i) the receipt by any Company of any notice of any Health Care Survey or Health Care Audit that, alone or together with any other Foreign Benefit Events that have occurredHealth Care Survey or Health Care Audit, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting liability of the Loan Parties, Companies in each case, as described an aggregate amount exceeding $500,000 in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiariestwelve-month period.
Appears in 1 contract
Samples: Credit Agreement (BioScrip, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within three Business Days following any Responsible Officer’s knowledge thereof):
(a) any Default or Event any default or event of Defaultdefault under the Senior Note Documents, in each case, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(iic) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(xd) the occurrence of a Casualty Event in excess of $500,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $500,000;
(f) the receipt by any Company of any notice of any Environmental Claim or violation of or potential liability under, or knowledge by any Company that there exists a Material Adverse Effect condition that could reasonably be expected to result in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, would not be reasonably likely to subject the Companies collectively to liabilities exceeding $500,000;
(yg) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim asserted against all or any substantial portion of the Collateral or (ii) the occurrence of any Foreign Benefit Event other event which could reasonably be expected to materially and adversely affect the value of the Collateral;
(h) the receipt by any Company of any notice of any termination, suspension, revocation, transfer, surrender, or other material impairment of any material Company Health Care Permit, material Company Accreditation or material Company Reimbursement Approval; and
(i) the receipt by any Company of any notice of any Health Care Survey or Health Care Audit that, alone or together with any other Foreign Benefit Events that have occurredHealth Care Survey or Health Care Audit, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting liability of the Loan Parties, Companies in each case, as described an aggregate amount exceeding $500,000 in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiariestwelve-month period.
Appears in 1 contract
Samples: Credit Agreement (BioScrip, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five Business Days after obtaining knowledge thereof);
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) any default or event of default under any Contractual Obligation of a Company if the same could reasonably be expected to the extent required to be disclosed by Securities Laws:have a Material Adverse Effect;
(ic) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
, or (ii) with respect to any Loan Document; and
(xd) the following events, as soon as possible and in any event within 30 days after such Loan Party knows or has reason to know thereof: (i) the occurrence or expected occurrence of any ERISA Event thatreportable event with respect to any Single Employer Plan, alone any determination that a Single Employer Plan is in "at risk" status (within the meaning of Section 430 of the Code or together Section 303 of ERISA), or any withdrawal from, or the termination, bankruptcy, reorganization or insolvency of, any Multiemployer Plan or determination that any Multiemployer Plan is in "endangered" or "critical" status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (ii) the institution of proceedings or the taking of any other action by the PBGC, the Guarantor, any Commonly Controlled Entity with respect to the withdrawal from, or the termination, of, any Single Employer Plan (other than the termination of any Single Employer Plan pursuant to Section 4041(b) of ERISA); where, in connection with any other ERISA Events that have occurredof the foregoing in (i) or (ii), the amount of liability the Guarantor or any Commonly Controlled Entity could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could would reasonably be expected to result in cause a Material Adverse Effect, ; and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish Each notice pursuant to the Administrative Agent and each Lender this Section 4.02 shall be accompanied by a statement of its financial officer a Responsible Officer setting forth details of the details as occurrence referred to therein and stating what action such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity Loan Party proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt (who shall distribute to the Lenders) written notice of the following:following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted inhad, or could reasonably be expected to result in, a Material Adverse Effect; and
, (ivii) the occurrence of with respect to any material fraud that involves management employees who have a significant role in the internal controls over financial reporting Loan Document or (iii) with respect to any of the Loan Parties, in each case, as described in Securities Lawsother Transactions;
(c) any change in the Lead Borrower’s corporate rating by S&Pdevelopment that has resulted, or could reasonably be expected to result, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan FacilityMaterial Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any change ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000;
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the Fiscal Year of aggregate, have not subjected and could not be reasonably be expected to subject the Parent or any of its SubsidiariesCompanies collectively to liabilities exceeding $10,000,000; and
(eg) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesMaterial Adverse Lease Event.
Appears in 1 contract
Samples: Second Out Term Loan Credit Agreement (Internap Corp)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five Business Days of obtaining knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company that has had, or any Affiliate thereof that could would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any event, change, effect, development, circumstance, or condition that has resulted, or would reasonably be expected to result, in a Material Adverse Effect;
(ii) (xd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;; AMERICAS 101798741 80
(iiie) the receipt by any development Company of any notice of any Environmental Claim, violation by any Company of Environmental Law, or knowledge by any Company that there exists a condition that has resulted inresulted, or could would reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations, conditions and liabilities the consequence of which would not be reasonably expected to result in, in a Material Adverse Effect; and;
(ivf) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim assessed against, all or any material portion of the Collateral or (ii) the occurrence of any other event which would reasonably be expected to materially and adversely affect all or a material fraud that involves management employees who have a significant role in the internal controls over financial reporting portion of the Loan Parties, in each case, as described in Securities LawsCollateral;
(cg) the occurrence of any change Casualty Event in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings respect of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan FacilityCollateral Vessel;
(dh) any change damage or injury caused by or to a Collateral Vessel in the Fiscal Year excess of the Parent or any of its Subsidiaries$2,500,000; and
(ei) any material change in the status default or terms and conditions of use of notices under any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesPermitted Charter.
Appears in 1 contract
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Australian Agent and each Lender prompt written notice of the following:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Borrower or any Affiliate Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) a copy of any form of written notice, summons, or citation received from any Governmental Authority or any other person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Borrower or its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the part of the Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, (xiii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the occurrence filing of a Security Interest other than a Permitted Security Interest upon, against or in connection with the Borrower or any ERISA Event of its Subsidiaries, or any of their leased, licensed or owned material property, wherever located, in each of cases (i) through (iv) that, alone individually or together with any other ERISA Events that have occurredin the aggregate, could reasonably be expected to result in a Material Adverse Effect and liability (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement extent not covered by insurance) of the Borrower or any of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;Subsidiaries in an aggregate amount exceeding AUD$25,000,000; or
(iiid) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Syndicated Facility Agreement (Oil States International, Inc)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt (who shall distribute to the Lenders) written notice of the following:following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted inhad, or could reasonably be expected to result in, a Material Adverse Effect; and
, (ivii) the occurrence of with respect to any material fraud that involves management employees who have a significant role in the internal controls over financial reporting Loan Document or (iii) with respect to any of the Loan Parties, in each case, as described in Securities Lawsother Transactions;
(c) any change in the Lead Borrower’s corporate rating by S&Pdevelopment that has resulted, or could reasonably be expected to result, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan FacilityMaterial Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $5,000,000 (whether or not covered by insurance);
(e) the occurrence of any change ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000;
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the Fiscal Year of aggregate, have not subjected and could not be reasonably be expected to subject the Parent or any of its SubsidiariesCompanies collectively to liabilities exceeding $5,000,000; and
(eg) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesMaterial Adverse Lease Event.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (Internap Corp)
Litigation and Other Notices. Furnish to Give the Administrative Agent and each Lender prompt written notice promptly after a Responsible Officer of the Borrower becoming aware thereof, but in any event within five (5) Business Days, of the following:
(a) the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint against the Borrower or a Guarantor prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement, any of the Notes, any other Credit Document or the first priority Lien of the Collateral Trustee on the Collateral or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint;
(b) the filing or commencement of any action, suit or proceeding against the Borrower or any of its Subsidiaries, whether at law or in equity or by or before any court or any federal, state, municipal or other governmental agency or authority which, if adversely determined, could reasonably be expected to: (i) result in liability of the Borrower or any of its Subsidiaries in an amount of one million five hundred thousand dollars ($1,500,000) or more; (ii) cause a material adverse change in the business, assets, operations, prospects or condition, financial or otherwise of the Borrower and its Subsidiaries taken as a whole or (iii) materially impair the right of any Person to perform its obligations under this Agreement, any Note or any other Credit Document, if there were an adverse determination against the Borrower or any Subsidiary;
(c) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or which is proposed to be taken with respect thereto;
(bd) to any development in the extent required to be disclosed by Securities Laws:
(i) business or affairs of the filing or commencement of, Borrower or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers or any Affiliate thereof that could its Subsidiaries which management reasonably be expected expects to result in a Material Adverse Effect;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any adverse change in the Lead Borrower’s corporate rating by S&Pbusiness, in the Lead Borrower’s corporate family rating by Xxxxx’x assets, operations, prospects or in the ratings condition, financial or otherwise of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating Borrower and its intent to effect such Subsidiaries taken as a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiarieswhole; and
(e) any material change Asset Sale involving assets with a book value in the status or terms and conditions excess of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiariestwo million five hundred thousand dollars ($2,500,000).
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent Promptly, upon receiving written notice, or obtaining knowledge thereof (and each Lender prompt in any case no later than five (5) Business Days after receiving written notice, or obtaining knowledge thereof), give written notice of the followingto Lender of:
(a) any Default litigation, action or Event of Defaultproceeding pending or, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
knowledge of Borrower, threatened, against any Loan Party (i) the filing or commencement ofinvolving claims in excess of $100,000 against, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of seeking any ERISA Event material injunctive, declaratory or other equitable relief that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurredif adversely determined, could reasonably be expected to result in a Material Adverse Effect, or (iii) instituted for the purpose of revoking, terminating, suspending, withdrawing, modifying or withholding any Applicable Permit or Material Project Document;
(b) any dispute or disputes which may exist between it and in each caseany Governmental Authority and which involve (i) claims against it or a Project, Holdings(ii) injunctive or declaratory relief, the Borrowers or (iii) revocation, modification, suspension or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement like of its financial officer setting forth the details as to such ERISA Event(s) any Applicable Permit or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take imposition of additional material conditions with respect thereto;
(iiic) any development Default or Event of Default, and together with such notice or as soon thereafter as possible, a description of the action or actions that Borrower has taken or proposes to take with respect to such Default or Event of Default;
(d) any casualty, damage or loss, whether or not insured, through fire, theft, other hazard or casualty, if such casualty, damage or loss affects it or any Project;
(e) any matter which has or could reasonably be expected to have a Material Adverse Effect;
(f) initiation of any condemnation or eminent domain proceedings involving a Project, a Project site or any material portion thereof;
(i) any notice of default or termination given or received under any Material Project Document; (ii) any occurrence at, on or arising from an Approved Project that has resulted in, in or could reasonably be expected to result inin material noncompliance with or a material liability under any Environmental Law, (iii) Release of Contaminants on or from an Approved Project that has resulted in or could reasonably be expected to result in personal injury or material property damage or have a Material Adverse Effect, or (iv) pending or threatened material Environmental Claim against any Loan Party or arising in connection with occupying or conducting operations on or at an Approved Project;
(h) any termination, revocation, suspension or material modification of any Applicable Permit, or any action or proceeding related to any notice of violation issued by a Governmental Authority to any Loan Party;
(i) any claim of force majeure under any Material Project Document and, to the extent reasonably requested by Lender and reasonably available to Borrower, copies of related invoices, statements, supporting documentation, schedules, data or affidavits delivered under the relevant Material Project Document;
(j) its intention to undertake any action or any action by Borrower or any Loan Party that would constitute a Reportable Event;
(k) a copy of any amendment, modification, supplement or a waiver with respect to any Material Project Document to Lender promptly upon Borrower receiving a copy thereof, but in no event later than thirty (30) days after it has received a fully executed copy thereof;
(i) any cancellation or material change in the terms, coverages or amounts of any insurance described in Section 5.4; and
(ivl) the occurrence any materialmen’s, mechanics’, workers’, repairmen’s, employees’ or other like Lien or application therefor in an amount in excess of any material fraud that involves management employees who have a significant role $50,000 individually or $100,000 in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar listaggregate, in each case with negative implicationshaving been recorded against (i) a Borrower, or its cessation of(ii) an Approved Project relating to work performed by or at the direction of Borrower, or its intent to cease, rating in each case together with a notice of such recordation describing the Lead Borrower or the Term Loan Facility;
(d) any change reasons for such Lien in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms reasonable detail and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.attaching
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five (5) Business Days following any Responsible Officer’s knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(iic) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(xd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) following the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurredExisting Credit Agreement Closing Date, could reasonably be expected to result in a Material Adverse Effect, liability of Borrower and its Subsidiaries in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect theretoan aggregate amount exceeding $1,000,000;
(iiie) the receipt by any development that has resulted inCompany of any notice of any Environmental Claim or violation of or potential liability under, or knowledge by any Company that there exists a condition that could reasonably be expected to result inin an Environmental Claim or a violation of or liability under, a Material Adverse Effectany Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, would not be reasonably likely to subject the Companies collectively to liabilities exceeding $1,000,000; and
(ivf) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim asserted against all or any substantial portion of the Collateral or (ii) the occurrence of any material fraud that involves management employees who have a significant role in other event which could reasonably be expected to materially and adversely affect the internal controls over financial reporting value of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 1 contract
Samples: Credit Agreement (Edgen Group Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent, and upon the request of the Agent and or any Lender, to each such Lender prompt making the request to the Borrower or the Agent, written notice of the following:following as soon as reasonably practicable (and, in any event, within five (5) Business Days of a Responsible Officer obtaining knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrowers Borrower or any Affiliate officer or director thereof that could reasonably be expected to result in a Material Adverse Effect;
Effect or (ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) to any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities LawsDocument;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings occurrence of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan FacilityCasualty Event;
(d) the incurrence of any change material Lien (other than Permitted Liens and the Carve-Out) on, or claim asserted against any of the Collateral (other than as a result of the filing of proofs of claims in the Fiscal Year Chapter 11 Case);
(e) the receipt of all material, non-routine correspondence or material, non-routine official notices from the FCC, the PUC or any other Governmental Authority which regulates all or part of the Parent or any operations of its SubsidiariesBorrower; and
(ef) any material change in the status or terms and conditions receipt of use notice of any material FCC License (i) refusal or failure by any Governmental Authority to renew or extend any Franchise, (ii) proposed abandonment or proposed or actual revocation, expiration, termination or materially adverse modification of the Lead Borrower any Franchise, or (iii) dispute or other action with respect to any of its Restricted SubsidiariesFranchise.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement
Litigation and Other Notices. Furnish to the Administrative Agent Agent, the Issuing Bank and each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer obtains knowledge thereof:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Restricted Party that (i) seeks material damages, (ii) seeks material injunctive relief, (iii) is asserted or instituted against any Plan, any Canadian Pension Plan, any Canadian Benefit Plan or, in each case, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Restricted Party, (v) alleges the filing or commencement ofmaterial violation of any law regarding, or any threat or notice of intention of any Person to file or commenceseeks material remedies in connection with, any actionEnvironmental Laws, suit (vi) contests any material tax, fee, assessment or proceedingother governmental charge, whether at law or in equity or by or before (vii) involves any Governmental Authority, against the Borrowers or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effectproduct recall;
(ii) (xc) the occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence liability in an aggregate amount of any Foreign Benefit Event that, alone $1,000,000 or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect theretogreater;
(iiid) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change Lien (other than Liens permitted hereunder) or claim made or asserted against any of the Collateral;
(f) any loss, damage or destruction to the Collateral in the status amount of $1,000,000 or terms and conditions more, whether or not covered by insurance, or the commencement of use any action or proceeding for the taking of any material FCC License portion of or material interest in the Collateral under power of eminent domain or by condemnation or similar proceeding;
(g) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located in excess of $500,000 (which shall be delivered within five Business Days after receipt thereof);
(h) any failure of any Angiotech Party to make any required contribution to any Canadian Pension Plan or the receipt of any notice from the funding agent for any Canadian Pension Plan or from any Governmental Authority to such effect that could reasonably be expected to result in a liability exceeding $1,000,000; and
(i) in the case of the Lead Term Borrower, deliver to the Administrative Agent a copy of each material demand, notice or document received by it and notify the Administrative Agent of other material developments that are brought to the attention of a Responsible Officer of the Term Borrower regarding any Material Contract (as defined in the Security Agreements) which developments, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Each notice delivered under this Section 5.06 shall be accompanied by a statement of a Financial Officer or other executive officer of the Term Borrower setting forth the details of the event or development requiring such notice and any of its Restricted Subsidiariesaction taken or proposed to be taken with respect thereto.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and for distribution to each Lender prompt written notice (or in the case of clause (g), copies of the specified documents, which shall be required to be delivered to the Administrative Agent only) of the following:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Borrower or any Affiliate Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (xc) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) liability of the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) Borrower and the action, if any, that such entity proposes to take with respect theretoSubsidiaries in an aggregate amount exceeding $7,500,000;
(iiid) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(ce) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by either S&P or Xxxxx’x, Xxxxx'x having notified the Borrower or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or Subsidiary of (i) its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
Loans, (dii) any change in the Fiscal Year such agency's ratings of the Parent Credit Facilities, or (iii) such agency's intent to effect such a change or to place the Borrower or the Loans on a "CreditWatch" or "WatchList" or any of its Subsidiariessimilar list, in each case with negative implications; and
(ef) any material change in each notice, report or other document delivered to the status administrative agent or terms and conditions collateral agent under the First Lien Credit Agreement or to the First Lien Lenders that is not duplicative of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiariesthose otherwise delivered hereunder.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer of the Lead Borrower obtains actual knowledge thereof or receipt of such document or notice, as applicable:
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) any litigation investigation or proceeding affecting any Loan Party or its Subsidiaries that could reasonably be expected to the extent required to be disclosed by Securities Laws:have a Material Adverse Effect;
(i) the filing occurrence or commencement of, or any threat or notice of intention expected occurrence of any Person Reportable Event (or similar event) with respect to file any Single Employer Plan (or commenceForeign Plan), a failure to make any actionrequired contribution to a Single Employer Plan, suit Multiemployer Plan or proceedingForeign Plan, whether at law or in equity or by or before the creation of any Governmental Authority, against Lien on the property of the Borrowers or their respective Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any Affiliate thereof that withdrawal from, or the full or partial termination, “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking of any other formal action by the PBGC or any Loan Party or any of its Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which could reasonably be expected to result in the withdrawal from, or the termination, or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, could be reasonably expected to result in a Material Adverse Effect;
(iid) any other development specific to any Loan Party that is not a matter of general public knowledge and that has had, or could reasonably be expected to have, a Material Adverse Effect;
(xe) any material notices or material demands delivered or received by any Loan Party (or on its behalf) in connection with the CIT Deferred Purchase Factoring Agreement;
(f) the occurrence of (i) any ERISA Event thatdefault or event of default under the Term Loan Agreement or (ii) any payment default with respect to Material Indebtedness of any Loan Party;
(g) the filing of any lien for unpaid Taxes against any Loan Party in excess of $1,000,000, alone individually, or together with $2,500,000, in the aggregate;
(h) any casualty or other ERISA Events insured damage to any significant portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a significant portion of the Collateral under power of imminent domain or by condemnation or similar proceeding;
(i) any loss, damage or destruction to a significant portion of Collateral, whether or not covered by insurance;
(j) the filing or asserting of any Lien by customs or revenue authority against any Loan Party in excess of $1,000,000, individually, or $2,500,000, in the aggregate;
(k) the failure by any Loan Party to pay rent under any Real Estate leases which, individually or in the aggregate, could reasonably be excepted to have a Material Adverse Effect;
(l) any default under any Contractual Obligation of any Loan Party or its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; and
(i) any release or discharge by any Loan Party or its Subsidiaries of any Materials of Environmental Concern required to be report under applicable Environmental Laws to any Governmental Authority, unless the total Environmental Costs arising out of such release or discharge could not reasonably have a Material Adverse Effect and (ii) any condition, circumstance, occurrence or event not previously disclosed in writing to the Agent that have occurred, could reasonably be expected to result in liability or expense under applicable Environmental Laws, unless the total Environmental Costs arising out of such condition, circumstance, occurrence or event could not reasonably be expected to have a Material Adverse Effect and (y) Effect, or could not reasonably be expected to result in the occurrence imposition of any Foreign Benefit Event thatlien or other material restriction on the title, alone ownership or together with transferability of any other Foreign Benefit Events facilities and properties owned, leased or operated by the Loan Parties or any of their Subsidiaries that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case(iii) any proposed action to be taken by any Loan Party or any of its Subsidiaries that could reasonably be expected to subject the any Loan Party or any of its Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, Holdings, unless the Borrowers or the applicable Restricted Subsidiary will also furnish total Environmental Costs arising out of such proposed action could not reasonably be expected to the Administrative Agent and each Lender have a Material Adverse Effect. Each notice pursuant to this Section 6.05 shall be accompanied by a statement of its financial officer a Responsible Officer of the Lead Borrower setting forth details of the details as occurrence referred to such ERISA Event(s) therein and stating what action the Loan Party or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity its Subsidiary proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and Agent, which shall furnish to each Lender prompt Lender, within five (5) Business Days (or such shorter period as described below) of a Responsible Officer becoming aware thereof, written notice of the following:
(a) (i) any Event of Default or, to the extent any Responsible Officer of the Borrower is aware of such occurrence, any Default or Event of Defaultthat has occurred and is continuing, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto, (ii) any event that has resulted in a mandatory payment of the Obligations pursuant to Section 2.14 (other than Section 2.14(b)), stating the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof; provided, for the avoidance of doubt, no notice shall be required under this clause (a)(ii) if the Borrower does not expect to make the applicable mandatory prepayment because of applicable reinvestment provisions hereunder unless and until the Borrower determines such mandatory prepayment will be effected, or (iii) any event or occurrence of the nature described in Section 7.01(f);
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention in writing of any Person to file or commencecommence of which any Loan Party is aware, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Borrower or any Affiliate thereof Subsidiary that could would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect;
(c) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or its Subsidiaries or any property or Product of any Loan Party or its Subsidiaries, of which any Loan Party is aware (i) in which the amount of damages claimed is $500,000 (or its equivalent in another currency or currencies) or more, (ii) if adversely determined, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any other Loan Document or (iv) alleges potential or actual violations of any Healthcare Laws;
(d) as soon as reasonably practicable upon knowledge by any Responsible Officer of any Loan Party of: (i) unpermitted Releases by any Loan Party, (ii) the receipt by any Loan Party of any notice of violation of or potential liability under any Environmental Law; (iii) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand or dispute alleging a violation of or liability under any Environmental Law and relating to any Loan Party or any Mortgaged Property; (iv) the receipt by any Loan Party of any correspondence regarding any environmental conditions, remediation, claims or related matters concerning the Subject Property (together with copies of such correspondence); and (v) the receipt by any Loan Party of notification that any currently owned property of any Loan Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities, except any such Release, violation or potential liability, action, investigation, suit, proceeding, audit, claim, demand or dispute or Lien that would not reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiie) any development that has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect;
(i) promptly after any officer of the Borrower, any other Loan Party or any ERISA Affiliate knows or has reason to know that (1) a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Plan or Multiemployer Plan, or (2) an ERISA Event has occurred or is reasonably likely to occur, a notice describing such ERISA Event, and any action that the Borrower, any other Loan Party or any ERISA Affiliate, as applicable, proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Plan pertaining thereto, and (ii) promptly following receipt of the request thereof, copies of such documents or governmental reports or filings relating to any Plan or Multiemployer Plan as any Loan Party shall reasonably request;
(g) any Loan Party or Subsidiary has received written notice by a Governmental Authority or customer of any actual or alleged material violation of applicable Data Protection Laws;
(h) any Loan Party or Subsidiary has received written notice of the commencement of any investigation, audit, inquiry or other material proceeding affecting any Loan Party or Subsidiary by any data protection authority or other Governmental Authority charged with enforcement of applicable Data Protection Laws;
(i) any material data breach affecting any Loan Party or Subsidiary as to which notification is required to be given under (1) applicable Data Protection Laws or (2) contractual requirements to which the Loan Party or Subsidiaries are subject; and
(ivi) any notice that the occurrence of FDA or any material fraud that involves management employees who have a significant role in the internal controls over financial reporting other similar Governmental Authority is limiting, suspending or revoking any Registration, or considering any of the Loan Parties, in each case, as described in Securities Laws;
foregoing; or (cii) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent Party or any of its Subsidiaries; and
(e) any material change in Subsidiaries becoming the status or terms and conditions of use subject of any material FCC License administrative or regulatory action, FDA Form 483 observation, warning letter, notice of violation letter of the Lead Borrower FDA or any of its Restricted Subsidiariescomparable Governmental Authority.
Appears in 1 contract
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent and each Lender prompt written notice of each of the following:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Borrower or any Affiliate Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (xc) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events such events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Borrower or its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the part of the Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Permitted Lien upon, against or in connection with the Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or
(e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.; and
(ivf) the occurrence any completion of an Asset Sale under Section 6.05(b) or Section 6.05(c) and any receipt of Net Cash Proceeds of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesAsset Sale.
Appears in 1 contract
Samples: Amended and Restated Credit Agreement (Oil States International, Inc)
Litigation and Other Notices. Furnish Promptly upon a Responsible Officer obtaining knowledge of the occurrence of any of the following events, Holdings will furnish to the Administrative Agent and the Collateral Agent for further distribution to each Issuing Bank and each Lender prompt written notice of the followingor copies, as applicable, of:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, against the Borrowers Holdings or any Affiliate thereof Subsidiary that could reasonably be expected to result in a Material Adverse Effect;
(ii) (xc) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected has resulted in liability to result one or more of Holdings and the Subsidiaries in an aggregate amount exceeding U.S.$15,000,000;
(d) if requested by the Administrative Agent, promptly following any receipt by a Material Adverse Effect and Loan Party of such documents pursuant to its request, copies of (yi) the occurrence any documents described in Section 101(k) of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events ERISA that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers Borrower, or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement any of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take Subsidiaries request with respect theretoto any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that Holdings, the Borrower, or any of its Subsidiaries request with respect to any Multiemployer Plan;
(iiie) (i) any investigation or proposed investigation by the UK Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to Holdings or any Subsidiary, or (ii) copies of any Financial Support Direction or Contribution Notice received by Holdings or any Subsidiary from the UK Pensions Regulator;
(f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(g) any public announcement of a change in the rating of the Facilities, if any, by either Xxxxx’x, S&P or any successor rating agency;
(h) promptly after the assertion or occurrence thereof, notice of (i) any proceeding, action, suit, notice, investigation or claim against or of any noncompliance by Holdings or any of the Subsidiaries with any Environmental Law or Environmental Permit or (ii) any other Environmental Liability that, in either case, could reasonably be expected to have a Material Adverse Effect; and
(ivi) with respect to the occurrence acquisition of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating Hotel Real Property by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, Holdings or any notice from either Subsidiary after the Closing Date, such agency indicating its intent information (other than the acquisition price and any information subject to effect a non-disclosure agreement) regarding the acquisition and such a change or to place Hotel Real Property as the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesAdministrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Belmond Ltd.)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five Business Days following the date on which a Responsible Officer obtains knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted inhad, or could reasonably be expected to result in, a Material Adverse Effect; and
, (ivii) the occurrence of with respect to any material fraud that involves management employees who have a significant role in the internal controls over financial reporting Loan Document or (iii) with respect to any of the Loan Parties, in each case, as described in Securities Lawsother Transactions;
(c) any change in the Lead Borrower’s corporate rating by S&Pdevelopment that has resulted, or could reasonably be expected to result, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan FacilityMaterial Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $2,000,000 (whether or not covered by insurance);
(e) the occurrence of any change ERISA Event or any event with respect to a Foreign Plan, that, alone or together with any other ERISA Events or any other events with respect to a Foreign Plan that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $2,000,000;
(f) the receipt by any Company of any notice of any Environmental Claim or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the Fiscal Year of aggregate, have not and could not be reasonably likely to subject the Parent or any of its SubsidiariesCompanies collectively to liabilities exceeding $2,000,000; and
(eg) any material change in (i) the status or terms and conditions of use incurrence of any material FCC License Lien (other than Permitted Collateral Liens) on, or claim asserted against, all or any substantial portion of the Lead Borrower Collateral or (ii) the occurrence of any other event which could reasonably be expected to materially and adversely affect the value of its Restricted Subsidiariesthe Collateral.
Appears in 1 contract
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent and each Lender Agents prompt written notice of the following:
: (a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
; (b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers a Borrower or any Affiliate Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
; (ii) (xc) the occurrence of any ERISA Event or analogous event with respect to a Canadian Pension Plan, Defined Benefit Plan or Canadian Benefit Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events such events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) a copy of any form of written notice, and in each casesummons, Holdingsmaterial correspondence or citation received from any Governmental Authority or any other person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Borrowers Parent Borrower or its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the applicable Restricted Subsidiary will also furnish to part of the Administrative Agent and each Lender a statement Parent Borrower or any of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the actionSubsidiaries in connection with any Release of Hazardous Material, if any, that such entity proposes to take with respect thereto;
(iii) providing any development that has resulted inwritten notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Lien permitted by Section 6.02 upon, against or in connection with the Parent Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in, in a Material Adverse Effect; and
liability (ivto the extent not covered by insurance) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.Subsidiaries in an aggregate amount exceeding $25,000,000; or
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five Business Days of obtaining knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company that has had, or any Affiliate thereof that could would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Term Loan Document or (iii) with respect to any of the other Transactions;
(c) any event, change, effect, development, circumstance, or condition that has resulted, or would reasonably be expected to result, in a Material Adverse Effect;
(ii) (xd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiie) the receipt by any development Company of any notice of any Environmental Claim, violation by any Company of Environmental Law, or knowledge by any Company that there exists a condition that has resulted inresulted, or could would reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations. conditions and liabilities the consequence of which would not be reasonably expected to result in, in a Material Adverse Effect; and
(ivf) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim assessed against, all or any material portion of the Collateral or (ii) the occurrence of any other event which would reasonably be expected to materially and adversely affect all or a material fraud that involves management employees who have a significant role in the internal controls over financial reporting portion of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Overseas Shipholding Group Inc)
Litigation and Other Notices. Furnish to the Administrative Agent and for distribution to each Lender prompt written notice (or in the case of clause (g), copies of the specified documents, which shall be required to be delivered to the Administrative Agent only) of the following:
(a) any Event of Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrowers Borrower or any Affiliate Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (xc) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) liability of the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) Borrower and the action, if any, that such entity proposes to take with respect theretoSubsidiaries in an aggregate amount exceeding $5,000,000;
(iiid) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(ce) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by either S&P or Xxxxx’x, Xxxxx'x having notified the Borrower or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or Subsidiary of (i) its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
Credit Facilities, (dii) any change in the Fiscal Year such agency's ratings of the Parent Credit Facilities, or (iii) such agency's intent to effect such a change or to place the Borrower or the Credit Facilities on a "CreditWatch" or "WatchList" or any of its Subsidiariessimilar list, in each case with negative implications; and
(ef) any material change in each notice, report or other document delivered to the status administrative agent or terms and conditions collateral agent under the Second Lien Credit Agreement or to the Second Lien Lenders that is not duplicative of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiariesthose otherwise delivered hereunder.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within five Business Days of obtaining knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company that has had, or any Affiliate thereof that could would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any ABL Loan Document or (iii) with respect to any of the other Transactions;
(c) any event, change, effect, development, circumstance, or condition that has resulted, or would reasonably be expected to result, in a Material Adverse Effect;
(ii) (xd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiie) the receipt by any development Company of any notice of any Environmental Claim, violation by any Company of Environmental Law, or knowledge by any Company that there exists a condition that has resulted inresulted, or could would reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations, conditions and liabilities the consequence of which would not be reasonably expected to result in, in a Material Adverse Effect; and
(ivf) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim assessed against, all or any material portion of the Collateral or (ii) the occurrence of any other event which would reasonably be expected to materially and adversely affect all or a material fraud that involves management employees who have a significant role in the internal controls over financial reporting portion of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 1 contract
Samples: Abl Credit Agreement (Overseas Shipholding Group Inc)
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly (and, in any event, within three Business Days following the occurrence thereof), accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the relevant Company proposes to take with respect thereto:
(a) the occurrence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit litigation or proceeding, whether at law or in equity or by or before proceeding affecting any Governmental Authority, against the Borrowers or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of any ERISA Event Company that, alone or together with any other ERISA Events that have occurredif adversely determined, could reasonably be expected to result in a Material Adverse Effect and, in any case, any litigation or proceeding affecting any Company which relates to any Loan Document;
(c) any development that has resulted, or would reasonably be expected to result, in the reasonable judgment of the Borrower, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event of $2,500,000 or more (whether or not covered by insurance and determined without regard to the dollar limitation set forth in the definition of Casualty Event);
(ye) the following events, as soon as possible and in any event within 10 days after any Responsible Officer of any Loan Party knows thereof: (i) the occurrence of any Foreign Benefit Reportable Event thatwith respect to any Plan, alone the determination that any Plan is in “at risk” status (within the meaning of Section 430 of the Code or together Section 303 of ERISA), the creation of any Lien with respect to a Plan in favor of the PBGC or a Plan or any withdrawal by a Company or a Commonly Controlled Entity from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or determination that any Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (ii) the termination of any Plan in a non-standard termination; (iii) that a Plan has failed to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA, or an application may be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 302 or 304 of ERISA with respect to a Plan; (iv) that any contribution required to be made with respect to a Plan or Multiemployer Plan has not been timely made; (v) that a Plan has been or may be terminated, subject to a Reorganization, partitioned or declared Insolvent under Title IV of ERISA; (vi) that a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA exceed the current value of such Plan’s assets, determined in accordance with the actuarial assumptions used for funding such Plan pursuant to Section 412 of the Code for the applicable plan year; (vii) that proceedings may be or have been instituted to terminate or appoint a trustee to administer a Plan which is subject to Title IV of ERISA; (viii) the adoption of, or the commencement of contributions to, any Plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA by any Company or Commonly Controlled Entity; or (ix) the adoption of any amendment to a Plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which results in a material increase in contribution obligations of a Company or any Commonly Controlled Entity;
(f) upon request by the Administrative Agent, copies of (i) annual reports (Form 5500 Series) filed by any Company or any Commonly Controlled Entity with the Employee Benefits Security Administration with respect to each Plan, (ii) the most recent actuarial valuation report for each Plan, (iii) any records, documents or other Foreign Benefit Events information with respect to a plan furnished to the PBGC pursuant to Section 4010 of ERISA, (iv) any notice from a Multiemployer Plan sponsor and (v) such other information, documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request;
(g) the receipt by any Company of any written notice of any Environmental Claim or violation of or potential liability under any Environmental Laws, or discovery by any Company that have occurredthere exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Laws, except for Environmental Claims, violations, potential liabilities and liabilities the consequence of which would not reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(ivh) the occurrence incurrence of any Lien (other than Permitted Liens) on, or claim asserted against, all or any material fraud that involves management employees who have a significant role in the internal controls over financial reporting portion of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt (for distribution to the Lenders) written notice of the following, promptly (and, in any event, within three (3) Business Days) following any Responsible Officer’s knowledge thereof:
(a) any Default or Event of Default, Default specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to other than in connection with the extent required to be disclosed by Securities Laws:
(i) Chapter 11 Cases, the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that could would reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;
(c) any development or event that has resulted in, or would reasonably be expected to result in a Material Adverse Effect;
(iid) the occurrence of a Casualty Event in excess of $1,500,000 (xwhether or not covered by insurance);
(e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events Event that have has occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iiif) the receipt by any development that has resulted inCompany of any notice of Environmental Claim or violation of or a potential liability under any Environmental Law, or knowledge by any Company that there exists a condition that could reasonably be expected to result inin an Environmental Claim or a violation of or liability under, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan PartiesEnvironmental Law, in each case, as described which would reasonably be expected to result in Securities Lawsa Material Adverse Effect;
(cg) receipt (and copy of) of any change in proposal or indication of interest for the Lead restructuring or recapitalization of the Borrower or any Subsidiary or the sale of all or any of the Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change Subsidiary’s assets or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facilitybusinesses;
(dh) any change motion for the appointment of a trustee or examiner;
(i) (i) receipt of any written notice of a default or event of default delivered to any Loan Party under any debt agreements or instruments in the Fiscal Year respect of the Parent or any Indebtedness with a principal amount in excess of its Subsidiaries$250,000; and
(ei) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any Adverse Proceeding not previously disclosed in writing by the Borrower to the Administrative Agent and the Required Lenders, or (ii) any material change development in any Adverse Proceeding that would reasonably be expected to be adversely determined and that, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or that seeks to enjoin or otherwise prevent the status consummation of, or terms and conditions of use of to recover any material FCC License of damages or obtain relief as a result of, the Lead Borrower or any of its Restricted Subsidiariestransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Superpriority Priming Debtor in Possession Credit Agreement (CareMax, Inc.)
Litigation and Other Notices. Furnish to Give the Administrative Agent and each Lender prompt (but in no event more than five (5) days after the occurrence of each such event or matter) written or telecopy notice in reasonable detail of the following:
(a) the occurrence of any Default or Event of Default, specifying or any condition, event or act which with the nature and extent thereof and giving of notice or the corrective action (if any) taken passage of time or proposed to be taken with respect theretoboth would constitute an Event of Default;
(b) any change in the name or the organizational structure of the Borrower;
(c) the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in ERISA, or any funding deficiency with respect to any Plan;
(d) any termination or cancellation of any insurance policy which the extent Borrower is required to be disclosed by Securities Laws:maintain unless it is renewed or replaced within 30 days so long as there is no lapse in coverage, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting the Borrower's property; or
(ie) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether formal proceeding at law or in equity or by or before any court or hearing officer of any Governmental Authority, Authority against the Borrowers Borrower involving amounts in excess of $2,500,000.00, or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence of any ERISA Event thatother event or condition, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development that which has resulted in, or could which is reasonably be expected likely to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any adverse change in the Lead Borrower’s corporate rating by S&Pbusiness, operations or condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a whole and which has not been reported in the Lead Borrower’s corporate family rating by Xxxxx’x 's most recent SEC filings on Form 10-K, 10-Q or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.8-K.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent As soon as possible and each Lender prompt written in any event within five (5) Business Days after an Authorized Officer of any Credit Party or any of their respective Subsidiaries obtains knowledge thereof, notice from an Authorized Officer of the following:
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities LawsBorrower of:
(i) the filing or commencement (or threat in writing of the filing or commencement) of, or any threat or notice of intention of any Person to file or commencematerial development in, any actionlitigation, suit investigation, action or proceeding, whether proceeding at law or in equity or by or before any Governmental Authority, against the Borrowers Authority or any Affiliate thereof other Person that could reasonably be expected to result in a Material Adverse Effect;
(ii) (x) the occurrence affects any Credit Party, any Subsidiary of any ERISA Event thatCredit Party, alone any PC Entity or together with any other ERISA Events that have occurredof their respective businesses, properties or assets which (A) pertains to, or arises in connection with, any of the Credit Documents, any of the Transactions or any of the Fourth Amendment Transactions, (B) could reasonably be expected to result in a Material Adverse Effect and or result in monetary liability in excess of $500,000 or (yC) challenges, contests or otherwise calls into question (1) the validity, legality or enforceability of this Agreement, the other Credit Documents or any of the other Credit Documents, (2) the consummation of the Transactions or the Fourth Amendment Transactions by any Credit Party or any of their respective Subsidiaries or Affiliates or (3) the performance by any Credit Party of its obligations under any of the Credit Documents; 92
(ii) the occurrence of any Foreign Benefit Event thatmaterial adverse development with respect to any litigation, alone investigation, action or together with any other Foreign Benefit Events that have occurredproceeding described on Schedule 7.04(a), could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, which notice shall specify the Borrowers or nature thereof and what action the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) Credit Parties or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes Subsidiaries propose to take with respect thereto;
(iii) any development that has resulted inCredit Party, any Subsidiary, any PC Entity or, to the knowledge of the Credit Parties, any of their respective Licensed Personnel is currently, or could hereafter becomes, subject to any federal, state, local governmental civil or criminal investigations, inquiries or audits involving and/or related to its compliance with Health Care Laws which, if adversely determined, would reasonably be expected to result in, have a Material Adverse Effect;
(iv) any written charges of licensing violations under applicable Health Care Laws involving any Credit Party, any Subsidiary or any PC Entity which, if not timely corrected, would reasonably be expected to have a Material Adverse Effect;
(v) any fines or penalties imposed by any Governmental Authority under any Health Care Law against any Credit Party, any Subsidiary, any PC Entity or, to the knowledge of any Credit Party, any Licensed Personnel, which would reasonably be expected to have a Material Adverse Effect;
(vi) any written allegations by any Governmental Authority (or any agent thereof) of fraudulent activities in violation of applicable Health Care Laws of any Credit Party, any Subsidiary, any PC Entity or, to the knowledge of any Credit Party, any Licensed Personnel, which if adversely determined, would reasonably be expected to have a Material Adverse Effect;
(vii) any enforcement action taken by or on behalf of any Credit Party or any Subsidiary under any Continuity Agreement, specifying the nature and extent thereof; and
(ivA) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting revenue of the Loan PartiesCredit Parties in any fiscal year in any jurisdiction outside of the United States is greater than $250,000 or (B) the value, collectively, of all trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings jurisdiction outside of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesUnited States is greater than $250,000.
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Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following:following promptly (and, in any event, within 10 Business Days (or in the event of clause (a) below, five Business Days) following the date on which a Responsible Officer or any senior vice-president obtains knowledge thereof):
(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the Borrowers any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event that could reasonably be expected to result in a Material Adverse Effect;
(ii) (xe) the occurrence receipt by any Company of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and (y) the occurrence notice of any Foreign Benefit Event thatEnvironmental Claim or violation of or potential liability under, alone or together with knowledge by any other Foreign Benefit Events Company that have occurred, could reasonably be expected to result in there exists a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(iii) any development condition that has resulted inresulted, or could reasonably be expected to result inresult, in an Environmental Claim or a Material Adverse Effectviolation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, have not and could not be reasonably likely to subject the Companies collectively to liabilities exceeding $3,500,000; and
(ivf) (i) the occurrence incurrence of any Lien (other than Permitted Collateral Liens) on, or claim asserted against, all or any material fraud that involves management employees who have a significant role in the internal controls over financial reporting portion of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted SubsidiariesCollateral.
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Litigation and Other Notices. Furnish Loan Parties shall furnish to the Administrative Agent and Agent, for distribution to each Lender Lender, prompt written notice when any Responsible Officer of any Loan Party has obtained knowledge of any of the following:
(a) any the occurrence of a Default or an Event of Default, specifying the nature and extent thereof and the corrective action steps (if any) taken or proposed to be taken with respect thereto;
(b) to the extent required to be disclosed by Securities Laws:
(i) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrowers any Loan Party or any Affiliate thereof Subsidiary that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;
(c) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could have a Material Adverse Effect;
(d) any violation or asserted violation of any Anti-Terrorism Law or Anti-Corruption Law;
(e) any Environmental Release by a Loan Party or on any property owned, leased or occupied by a Loan Party; or receipt of any Environmental Notice, in each case that could reasonably be expected to result in a Material Adverse Effect;; 116
(ii) (xf) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and Effect;
(yg) the occurrence of a default or an event of default under, or the early termination of, any Foreign Benefit Event that, alone or together with Material Contract;
(h) any other Foreign Benefit Events change in the information provided in the Beneficial Ownership Certification that have occurred, could reasonably be expected to would result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish change to the Administrative Agent and each Lender a statement list of its financial officer setting forth the details as to such ERISA Event(sbeneficial owners identified in parts (c) or Foreign Benefit Event(s(d) (as applicable) and the action, if any, that of such entity proposes to take with respect thereto;certification; and
(iiii) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws;
(c) any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Loan Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the Term Loan Facility;
(d) any change in the Fiscal Year of the Parent or any of its Subsidiaries; and
(e) any material change in the status or terms and conditions of use of any material FCC License of the Lead Borrower or any of its Restricted Subsidiaries.
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Samples: Credit Agreement (Smart Sand, Inc.)