Notice Events. In the event that any of the following events ("Notice Events") shall occur, the Partners shall have the rights described in Section 14.02:
(a) The occurrence of the 110th day prior to the fourth anniversary of the Closing Date;
(b) The General Partner, DBI or D&B shall (i) fail to remain in substantial compliance with the terms, covenants and obligations required on its part to be performed or observed under Sections 5.04(a) and 5.04(b), or (ii) fail to perform or observe any 62 57 material term, covenant or obligation on its part to be performed or observed (except such terms, covenants or obligations as are described in clause (i) above) under (A) this Agreement (except for specific violations the cure periods for which are specifically provided for as Notice Events hereunder), (B) the Lease Agreement, or (C) the D&B Guaranty, in each case if such failure under either clause (i) or clause (ii) of this Section 14.01(b) is not cured within thirty (30) days of a Responsible Officer obtaining actual knowledge of such failure;
(c) The failure of the Partnership to distribute to each Class A Limited Partner in immediately available funds on the last Business Day of each Fiscal Quarter an amount equal to the remainder, if any, of (i) the cumulative Priority Return of such Class A Limited Partner from the Closing Date to the last Business Day of the Fiscal Quarter during which such distribution is made, minus (ii) all prior distributions to such Class A Limited Partner pursuant to Section 4.01, if such failure is not cured within ten (10) Business Days of receipt by the General Partner of notice thereof;
(d) The Bankruptcy of the Partnership, the General Partner, DBI or D&B; and
(e) A D&B Event shall occur.
Notice Events. Upon the occurrence of any of the following events, the Recipient must notify the Division’s Deputy Director and Party Contacts by phone and email within the time specified below:
a. The Recipient must notify the Division within 24 hours by phone at (000) 000-0000 and by email to XxxxxxxxXxxxxXXX@xxxxxxxxxxx.xx.xxx of any discovery of any potential tribal cultural resource and/or archaeological or historical resource. Should a potential tribal cultural resource and/or archaeological or historical resource be discovered during construction or Project implementation, the Recipient must ensure that all work in the area of the find will cease until a qualified archaeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource. The Recipient must implement appropriate actions as directed by the Division.
b. The Recipient must notify the Division promptly of the occurrence of any of the following events:
i. Bankruptcy, insolvency, receivership or similar event of the Recipient, or actions taken in anticipation of any of the foregoing;
ii. Change of ownership of the Project (no change of ownership may occur without written consent of the Division);
iii. Loss, theft, damage, or impairment to Project;
iv. Events of Default, except as otherwise set forth in this section;
v. A proceeding or action by a public entity to acquire the Project by power of eminent domain.
vi. Any litigation pending or threatened with respect to the Project or the Recipient’s technical, managerial or financial capacity or the Recipient’s continued existence;
vii. Consideration of dissolution, or disincorporation;
viii. Enforcement actions by or brought on behalf of the State Water Board or Regional Water Board.
ix. The discovery of a false statement of fact or representation made in this Agreement or in the application to the Division for this funding, or in any certification, report, or request for reimbursement made pursuant to this Agreement, by the Recipient, its employees, agents, or contractors;
x. Any substantial change in scope of the Project. The Recipient must undertake no substantial change in the scope of the Project until prompt written notice of the proposed change has been provided to the Division and the Division has given written approval for the change;
xi. Any circumstance, combination of circumstances, or condition, which is expected t...
Notice Events. In the event that any of the following events (“Notice Events”) shall occur, the Members shall have the rights described in Section 13.2:
(a) The Managing Member fails to (i) be in substantial compliance with its obligation to deal with the Company on an arm’s length basis and as a separate entity or (ii) perform or observe any material term, covenant, or agreement, on its part to be performed or observed (other than such terms, covenants, or obligations as are described in (i) above) under this Agreement, but only if such failure continues unabated for twenty (20) days following the Managing Member obtaining notice from the Class A Member of such failure; or
(b) Any representation or warranty made or deemed made by the Managing Member under or in connection with this Agreement shall prove to have been incorrect in any material respect when made.
Notice Events. 56 SECTION 14.02.
Notice Events. In the event that any of the following events (“Notice Events”) shall occur, the Class A Limited Members shall have the rights described in Section 14.2:
(a) the failure of the Company to distribute to the Class A Limited Members in immediately available funds on two (2) or more Class A Distribution Dates an amount equal to the cumulative Class A Limited Member Preferred Return in respect of each such Class A Distribution Date and such failure continues for a period of three (3) Business Days;
(b) the failure of the Company to comply with the Portfolio Requirements at any time and such failure continues unabated for ten (10) Business Days;
(c) the Managing Member or any Affiliate of the Managing Member (i) fails to observe or perform any covenant, condition or agreement contained in Sections 5.4 or 5.5(c) of this Agreement or (ii) fails to observe or perform any material covenant, condition or agreement contained in this Agreement or any other Transaction Document, and, in the case of either clause (i) or clause (ii), such failure or breach, as applicable, has not been cured (to the extent curable) prior to the fifteenth (15th) Business Day after notice from the Required Class A Limited Members (or MUFG so long as MUFG (together with its Affiliates) holds Class A Limited Membership Interests with aggregate Unrecovered Capital equal to at least $1,000,000,000);
(d) any representation or warranty made or deemed made by the Managing Member, the Company, Parent Company or any Parent Company Entity under or in connection with this Agreement or any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed made; or
(e) four (4) consecutive Class A Failed Mandatory Remarketings have occurred. The Managing Member shall notify the Administrative Agent (or each Class A Limited Member, if no Administrative Agent is appointed at the time) of the occurrence of any Notice Event promptly and an any event within five (5) Business Days of any officer of the Managing Member having actual knowledge of such occurrence and each Member shall have the right to notify the Administrative Agent (if any) upon becoming aware of any such occurrence. Upon receipt of any such notice from the Managing Member or any other Member, the Administrative Agent (if any) shall promptly notify all the Class A Limited Members.
Notice Events. [Confidential material has been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b- 2(b) and has been filed separately with the Commission.]
Notice Events. In the event (a "notice event") that:
(a) the Company (i) pays a dividend in shares of Class A common stock or makes a distribution on its Class A common stock in shares of its Class A common stock, (ii) subdivides its outstanding shares of Class A common stock into a greater number of shares, (iii) combines its outstanding shares of Class A common stock into a smaller number of shares, (iv) makes a distribution on its Class A common stock in shares of its capital stock other than Class A common stock or (v) issues by reclassification of its Class A common stock any shares of its capital stock,
(b) the Company distributes or sells any rights, options or warrants to all existing holders of Class A Common Stock (other than to officers, employees, consultants or directors of the Company and its Subsidiaries) entitling such holders to purchase shares of Class A common stock at a price per share less than the Fair Value per share on that record date,
(c) the Company distributes to all existing holders of its Class A common stock any of its assets (including ordinary cash dividends), debt securities or any rights or warrants to purchase debt securities of the Company,
(d) the Company issues shares of Class A common stock for a consideration per share less than the Fair Value per share on the date the Company receives the consideration for such additional shares (other than to officers, employees, consultants or directors of the Company and its subsidiaries),
(e) the Company issues any securities convertible into or exchangeable for shares of Class A common stock (other than securities issued in transactions described in clauses (b) and (c) above) for a consideration per share of Class A common stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities,
(f) of any liquidation or merger to which the Company is a party and for which approval of any of the Company's stockholders is required, other than a consolidation or merger in which the Company is a continuing corporation and that does not result in any reclassification or change of the shares of Class A Common Stock issuable upon the exercise of this Agreement,
(g) of the conveyance or transfer of the Company's properties and assets, substantially as an entirety, or
(h) of the Company's voluntary or involuntary dissolution, liquidation or winding-up, then, in any such case, the Company shall cause to be mailed by certi...
Notice Events. Promptly after the occurrence of any event which requires an adjustment or readjustment as provided for in Section 4, the Company shall give notice to the Holder specifying in reasonable detail the event requiring such adjustment or readjustment and the results thereof, including the resulting number of Warrant Shares and the resulting Current Warrant Price.
Notice Events. SECTION XIV.
Notice Events. In the event that any of the following events ("Notice Events") shall occur, the Partners shall have the rights described in Section 14.02:
