Litigation or Other Proceedings. (a) promptly upon any Officer of Borrower obtaining knowledge of (X) the institution of, or non-frivolous threat of, any Proceeding against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries not previously disclosed in writing by Borrower to Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, could reasonably be expected to result in a Material Adverse Effect; or (2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Borrower to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings (other than any Proceeding (x) disclosed by Borrower in its public filings with the Securities and Exchange Commission and delivered to Lenders or (y) as to which a Solvent and unaffiliated insurance company has acknowledged coverage) involving an alleged liability of, or claims against or affecting, Borrower or any of its Subsidiaries equal to or greater than $20,000,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;
Appears in 2 contracts
Samples: Credit Agreement (Isle of Capri Casinos Inc), Credit Agreement (Isle of Capri Casinos Inc)
Litigation or Other Proceedings. Promptly, but in no event later than three (a3) promptly Business Days after, upon any Officer officer, director (other than any director designated by the Purchaser) or employee of Borrower such Company obtaining actual knowledge of (XA) the institution ofof any action, suit, proceeding (whether administrative, judicial or non-frivolous threat ofotherwise), any Proceeding governmental investigation or arbitration against or affecting Borrower or such Company, any of its Subsidiaries or any property of Borrower or any of its Subsidiaries the Company (collectively, "Litigation") not previously disclosed in writing by Borrower the Company and its Subsidiaries to Lenders the Purchaser or (YB) any material development in any Insolvency Proceeding that, in any case:the case of subclause (A) or (B):
(1i) if adversely determined, could reasonably be expected to result has a reasonable possibility of exceeding $250,000.00 in a Material Adverse Effectdamages; or
(2ii) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; written notice thereof describing material details of such matters together with such other information as may be reasonably available to Borrower such Company to enable Lenders Purchaser and their counsel to evaluate such matters; and (bii) within twenty (20) days after the end of each Fiscal Quarterfiscal quarter of such Company, a schedule of all Proceedings (other than any Proceeding (x) disclosed by Borrower in its public filings with the Securities and Exchange Commission and delivered to Lenders or (y) as to which a Solvent and unaffiliated insurance company has acknowledged coverage) Litigation involving an alleged liability of, or claims against or affecting, Borrower or any of its Subsidiaries such Company equal to or greater than $20,000,000250,000.00, and promptly after written request by Administrative Agent the Purchaser such other information as may be reasonably requested by Administrative Agent the Purchaser to enable Administrative Agent the Purchaser and its counsel to evaluate any of such ProceedingsLitigation;
Appears in 2 contracts
Samples: Subordination Agreement, Note and Warrant Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
Litigation or Other Proceedings. To the extent not disclosed pursuant to this subsection, (a) promptly upon any Responsible Officer of Borrower the Company obtaining knowledge of (X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower the Company or any of its Subsidiaries or any property of Borrower the Company or any of its Subsidiaries not previously disclosed in writing by Borrower to Lenders (collectively, "PROCEEDINGS") or (Y) any material development in any Proceeding that, in any case:
(1) if is reasonably likely to be adversely determineddetermined and assuming that all damages demanded in such litigation are awarded, could reasonably be expected is in the reasonable determination of the Company likely to result in a Material Adverse Effectimpair the ability of the Company to perform its payment or other material obligations under the Loan Documents; or
(2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Borrower the Company to enable Lenders the Agent and their its counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal QuarterYear, a schedule of all Proceedings (other than any Proceeding (x) disclosed by Borrower in its public filings with the Securities and Exchange Commission and delivered to Lenders or (y) as to which a Solvent and unaffiliated insurance company has acknowledged coverage) involving an alleged liability of, or claims against or affecting, Borrower the Company or any of its Subsidiaries equal to or greater than $20,000,000, 20,000,000 and promptly after request by Administrative the Agent such other information as may be reasonably requested by Administrative the Agent to enable Administrative the Agent and its counsel to evaluate any of such Proceedings;
Appears in 2 contracts
Samples: Term Loan Agreement (America West Holdings Corp), Revolving Credit Agreement (America West Holdings Corp)
Litigation or Other Proceedings. To the extent not disclosed pursuant to this subsection, (a) promptly upon any Responsible Officer of Borrower the Company obtaining knowledge of (X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower the Company or any of its Subsidiaries or any property of Borrower the Company or any of its Subsidiaries not previously disclosed in writing by Borrower to Lenders (collectively, "Proceedings") or (Y) any material development in any Proceeding that, in any case:
(1) if adversely determineddetermined and assuming that all damages demanded in such litigation are awarded, could reasonably be expected is in the reasonable determination of the Company likely to result in a Material Adverse Effectimpair the ability of the Company to perform its payment or other material obligations under the Loan Documents; or
(2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Borrower the Company to enable Lenders the Agent and their its counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal QuarterYear, a schedule of all Proceedings (other than any Proceeding (x) disclosed by Borrower in its public filings with the Securities and Exchange Commission and delivered to Lenders or (y) as to which a Solvent and unaffiliated insurance company has acknowledged coverage) involving an alleged liability of, or claims against or affecting, Borrower the Company or any of its Subsidiaries equal to or greater than $20,000,000, 20,000,000 and promptly after request by Administrative the Agent such other information as may be reasonably requested by Administrative the Agent to enable Administrative the Agent and its counsel to evaluate any of such Proceedings;
Appears in 2 contracts
Samples: Revolving Credit Agreement (America West Airlines Inc), Revolving Credit Agreement (America West Airlines Inc)
Litigation or Other Proceedings. (a) promptly upon any Officer officer of Borrower ------------------------------- Company obtaining knowledge of (X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower Company or any of its Subsidiaries, any property of Company or any of its Subsidiaries (including without limitation any Cellular Systems) or any property of Borrower the FCC Licenses issued to and held by Company or any of its Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Borrower Company to Agents and Lenders or (Y) any material development in any Proceeding that, in any case:
(1) if adversely determined, could might reasonably be expected to result in give rise to a Material Adverse Effect; or
(2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Borrower Company to enable Administrative Agent, Lenders and their counsel to 100 evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings (other than any Proceeding (x) disclosed by Borrower in its public filings with the Securities and Exchange Commission and delivered to Lenders or (y) as to which a Solvent and unaffiliated insurance company has acknowledged coverage) involving an alleged liability of, or claims against or affecting, Borrower Company or any of its Subsidiaries equal to or greater than $20,000,0002,000,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;
Appears in 1 contract
Samples: Credit Agreement (Price Communications Wireless Inc)
Litigation or Other Proceedings. Promptly, but in no event later than three (a3) promptly Business Days after, upon any Officer officer, director (other than any director designated by the Purchaser) or employee of Borrower such Company obtaining actual knowledge of (XA) the institution ofof any action, suit, proceeding (whether administrative, judicial or non-frivolous threat ofotherwise), any Proceeding governmental investigation or arbitration against or affecting Borrower or such Company, any of its Subsidiaries or any property of Borrower or any of its Subsidiaries the Company (collectively, “Litigation”) not previously disclosed in writing by Borrower the Company and its Subsidiaries to Lenders the Purchaser or (YB) any material development in any Insolvency Proceeding that, in any case:the case of subclause (A) or (B):
(1i) if adversely determined, could reasonably be expected to result has a reasonable possibility of exceeding $250,000.00 in a Material Adverse Effectdamages; or
(2ii) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; written notice thereof describing material details of such matters together with such other information as may be reasonably available to Borrower such Company to enable Lenders Purchaser and their counsel to evaluate such matters; and (bii) within twenty (20) days after the end of each Fiscal Quarterfiscal quarter of such Company, a schedule of all Proceedings (other than any Proceeding (x) disclosed by Borrower in its public filings with the Securities and Exchange Commission and delivered to Lenders or (y) as to which a Solvent and unaffiliated insurance company has acknowledged coverage) Litigation involving an alleged liability of, or claims against or affecting, Borrower or any of its Subsidiaries such Company equal to or greater than $20,000,000250,000.00, and promptly after written request by Administrative Agent the Purchaser such other information as may be reasonably requested by Administrative Agent the Purchaser to enable Administrative Agent the Purchaser and its counsel to evaluate any of such ProceedingsLitigation;
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
Litigation or Other Proceedings. (a) promptly upon any Officer officer of Borrower obtaining knowledge of (X) the institution of, or non-frivolous threat of, any Proceeding against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries not previously disclosed in writing by Borrower to Lenders or (Y) any material development in any Proceeding that, in any case:
(1) if adversely determined, could reasonably be expected to result in a Material Adverse Effect; or
(2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Borrower to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings (other than any Proceeding (x) disclosed by Borrower in its public filings with the Securities and Exchange Commission and delivered to Lenders or (y) as to which a Solvent solvent and unaffiliated insurance company has acknowledged coverage) involving an alleged liability of, or claims against or affecting, Borrower or any of its Subsidiaries equal to or greater than $20,000,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;
Appears in 1 contract