Common use of Material Occurrences Clause in Contracts

Material Occurrences. The Borrower shall promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Party as of the date of such statements; (c) each and every default by any Note Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (d) any other development in the business or affairs of any Note Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Within three (3) Business Days of obtaining knowledge thereof, notify Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default or event which with the giving of notice or lapse of time, or both, would constitute an event of default under any of the Subordinated Indebtedness Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries any Loan Party or any Note Party Subsidiary thereof as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of more than $500,000 individually or $1,000,000 in the aggregate1,000,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Loan Party or such Subsidiary propose proposes to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Agent and Purchasers Agents in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent Agents fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (c) any funding deficiency which, if not corrected as provided in Section 4971 of the Code, could subject any Loan Party, any Subsidiary or any member of the Controlled Group to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Loan Party or any Subsidiary Subsidiary, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Administrative Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Administrative Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (c) any funding deficiency which, if not corrected as provided in Section 4971 of the Code, could subject any Loan Party, any Subsidiary or any member of the Controlled Group to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Loan Party or any Subsidiary Subsidiary, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Agent and Purchasers Lenders in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Term Loan Documents, the 2024 Convertible Notes and/or the 2026 Convertible Notes; (c) any event, development or circumstance whereby any financial statements or other reports furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any “Event of Default” or “Default” (in each case, as defined in the Term Loans B Credit Agreement), and promptly provide Agent with copies of any written notices with respect thereto, including, without limitation, any notice of acceleration of all or any portion of the “Obligations” as defined in the Term Loans B Credit Agreement; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (cd) the receipt of any notice with respect to the potential exercise of a “put” under the Subordinated Credit Agreement and promptly provide to Agent a copy of any such notice; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (dg) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Loan Party or such Subsidiary propose proposes to take with respect thereto.