Common use of Notice of Commercial Tort Claims Clause in Contracts

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim where such Grantor’s claim is in excess of $300,000 or its recovery thereunder could reasonably be expected to be greater than $300,000 (whether from another Person or because such commercial tort claim shall have come into existence) and upon a Responsible Officer becoming aware thereof, (i) such Grantor shall, promptly upon such acquisition, deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 2.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, any document, and take all other action necessary by law to create, perfect and protect Collateral Agent’s Lien, on behalf of the Secured Parties, a perfected security interest having at least the priority set forth in Section 3.2 in all such commercial tort claims. Such Grantor shall do all of the foregoing at any time if requested by Collateral Agent in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunder. Any supplement Schedule 1 delivered pursuant to this Section 4.9 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim asserted against a third-party before a Governmental Authority or a third-party arbitrator (other than commercial tort claims where such Grantor is a plaintiff as part of a class action lawsuit (not initiated by such Grantor’s ) where the amount of such claim is in excess of $300,000 or its recovery thereunder and judgment amount to be realized to such Grantor from such claim does not exceed and could not reasonably be expected to be greater than exceed $300,000 25,000 individually for any single commercial tort claim and $250,000 in the aggregate for all such commercial tort claims) (whether from another Person or because such commercial tort claim shall have come into existence) and upon a Responsible Officer becoming aware thereof), (i) such Grantor shall, promptly immediately upon such acquisition, deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 2.1 3.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, any document, and take all other action action, deemed by Agent to be reasonably necessary by law or appropriate for Agent to create, perfect and protect Collateral Agent’s Lienobtain, on behalf of the Secured PartiesLenders, a perfected security interest having at least the priority set forth in Section 3.2 4.2 in all such commercial tort claims. Such Grantor shall do all of the foregoing at any time if requested by Collateral Agent in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunder. Any supplement to Schedule 1 delivered pursuant to this Section 4.9 5.8 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt. Notwithstanding the foregoing, the requirements set forth in this Section 5.8 shall not apply to the extent that the amount of a commercial tort claim held by a Grantor, together with the amount of all other commercial tort claims held by all Grantors in which Agent does not have a security interest, does not exceed $250,000 in the aggregate at any time.

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim where such Grantor’s claim is in excess of $300,000 or its recovery thereunder could reasonably be expected to be greater than $300,000 Commercial Tort Claim (whether from another Person or because such commercial tort claim Commercial Tort Claim shall have come into existence) and upon a Responsible Officer becoming aware thereof), (i) such Grantor shall, promptly immediately upon such acquisition, deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, a notice of the existence and nature of such commercial tort claim Commercial Tort Claim and deliver a supplement to Schedule 1 7 (Commercial Tort Claims) containing a specific description of such commercial tort claimCommercial Tort Claim, certified by such Grantor as true, correct and complete, (ii) the provision of Section 2.1 (Collateral) shall apply to such commercial tort claim Commercial Tort Claim (and the Grantors authorize the Administrative Agent to supplement such schedule with a description of such Commercial Tort Claim if such Grantor fails to deliver the supplement described in clause (i)) and (iii) such Grantor shall execute and deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, any certificate, agreement and other document, and take all other action action, deemed by the Administrative Agent to be reasonably necessary by law or appropriate for the Administrative Agent to create, perfect and protect Collateral Agent’s Lienobtain, on behalf of the Secured PartiesLenders, a first-priority, perfected security interest having at least the priority set forth in Section 3.2 in all such commercial tort claims. Such Grantor shall do all of the foregoing at any time if requested by Collateral Agent in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunderCommercial Tort Claims. Any supplement to Schedule 1 7 (Commercial Tort Claims) delivered pursuant to this Section 4.9 shall, after the receipt thereof by the Collateral Agent, 4.10 (Notice of Commercial Tort Claims) shall become part of Schedule 1 7 (Commercial Tort Claims) for all purposes hereunder other than in respect than, absent a written consent of the Administrative Agent, for purpose of the representations and warranties made prior to the date of such receiptset forth in Section 3.9 (Commercial Tort Claims).

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim where such Grantor’s claim is in excess of $300,000 or its recovery thereunder could reasonably be expected to be greater than $300,000 (whether from another Person or because such commercial tort claim shall have come into existenceexistence after the date hereof) and upon (other than any commercial tort claim for which a Responsible Officer becoming aware thereofcomplaint has not been filed in a court of competent jurisdiction or having a value, taking the greater of the aggregate claimed damages thereunder having an aggregate amount, when added together with all other then existing commercial tort claims of such Grantor, that exceeds $3,000,000), (i) such Grantor shall, promptly upon within forty-five (45) days of such acquisition, deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description descrip- tion of such commercial tort claim, (ii) Section 2.1 3.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, any document, and take all other action necessary reasonably required by law the Administrative Agent to create, perfect and protect Collateral Agent’s Lienobtain, on behalf of the Secured Parties, a perfected security interest having at least in- terest under the priority set forth terms and pursuant to the provisions of this Agreement in Section 3.2 in all such commercial tort claims. Such Grantor shall do all of the foregoing at any time if requested by Collateral Agent in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunderclaim. Any supplement to Schedule 1 delivered pursuant to this Section 4.9 5.8 shall, after the receipt thereof by the Collateral Administrative Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations rep- resentations and warranties made prior to the date of such receipt.

Notice of Commercial Tort Claims. Such Grantor (other than, prior to Administrative Agent exercising its rights under the Credit Agreement (subject to the terms set forth therein) during the occurrence and continuance of a Foreign Lien Trigger Event, the Pledgors) agrees that, if it shall acquire any interest in any commercial tort claim where such Grantor’s claim is individually having a value in excess of $300,000 or its recovery thereunder could reasonably be expected to be greater than $300,000 2,500,000 (whether from another Person or because such commercial tort claim shall have come into existence) and upon for which a Responsible Officer becoming aware thereofclaim has been filed in a court of competent jurisdiction, (i) such Grantor shall, promptly upon obtaining knowledge of such acquisitionacquisition or existence, deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent on or before the date on which financial statements are required to be delivered pursuant to Section 6.01(b) of the Credit Agreement for the fiscal quarter in which the relevant Grantor obtained such knowledge (or such longer period agreed to by the Administrative Agent in its reasonable discretion), a notice of the existence and nature of such commercial tort claim claim(s) and a supplement to Schedule 1 containing a specific description of such commercial tort claimclaim(s) that is sufficient to identify it for the purposes of granting a Lien under Article 9 of the UCC, (ii) Section 2.1 3.1 shall apply to such commercial tort claim claim(s) and (iii) such Grantor shall execute and deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, any document, and take all other action action, deemed by the Administrative Agent to be reasonably necessary by law for the Administrative Agent to createobtain, perfect and protect Collateral Agent’s Lien, on behalf for the benefit of the Secured Parties, a perfected security interest having at least the priority set forth in Section 3.2 4.2 in all such commercial tort claims. Such Grantor shall do all of , but subject in any event to the foregoing at any time if requested by Collateral Agent limitations described in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunderSection 5.1(b). Any supplement to Schedule 1 delivered pursuant to this Section 4.9 5.6 shall, after the receipt thereof by the Collateral Administrative Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim asserted against a third-party before a Governmental Authority or a third-party arbitrator (other than commercial tort claims where such Grantor is a plaintiff as part of a class action lawsuit (not initiated by such Grantor’s ) where the amount of such claim is in excess of $300,000 or its recovery thereunder and judgment amount to be realized to such Grantor from such claim does not exceed and could not reasonably be expected to be greater than exceed $300,000 25,000 individually for any single commercial tort claim and $250,000 in the aggregate for all such commercial tort claims) (whether from another Person or because such commercial tort claim shall have come into existence) and upon a Responsible Officer becoming aware thereof), (i) such Grantor shall, promptly immediately upon such acquisition, deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 2.1 3.1 shall apply to such commercial tort claim claim, and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, any document, and take all other action action, deemed by Agent to be reasonably necessary by law or appropriate for Agent to create, perfect and protect Collateral Agent’s Lienobtain, on behalf of the Secured PartiesLenders, a perfected security interest having at least the priority set forth in Section 3.2 4.2 in all such commercial tort claims. Such Grantor shall do all of the foregoing at any time if requested by Collateral Agent in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunder. Any supplement to Schedule 1 delivered pursuant to this Section 4.9 5.8 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt. Notwithstanding the foregoing, the requirements set forth in this Section 5.8 shall not apply to the extent that the amount of a commercial tort claim held by a Grantor, together with the amount of all other commercial tort claims held by all Grantors in which Agent does not have a security interest, does not exceed $250,000 in the aggregate at any time.

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim where such Grantor’s claim is in excess of $300,000 or its recovery thereunder could reasonably be expected to be greater than $300,000 Commercial Tort Claim (whether from another Person or because such commercial tort claim Commercial Tort Claim shall have come into existence) and upon a Responsible Officer becoming aware thereof), (i) such Grantor shall, promptly immediately upon such acquisition, deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, a notice of the existence and nature of such commercial tort claim Commercial Tort Claim and deliver a supplement to Schedule 1 8 containing a specific description of such commercial tort claimCommercial Tort Claim, certified by such Grantor as true, correct and complete, (ii) the provision of Section 2.1 3 shall apply to such commercial tort claim Commercial Tort Claim (and the Grantor authorizes the Administrative Agent to supplement such schedule with a description of such Commercial Tort Claim if such Grantor fails to deliver the supplement described in clause (i)) and (iii) such Grantor shall execute and deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, any certificate, agreement and other document, and take all other action action, deemed by the Administrative Agent to be reasonably necessary by law or appropriate for the Administrative Agent to create, perfect and protect Collateral Agent’s Lienobtain, on behalf of the Secured Parties, a first-priority, perfected security interest having at least the priority set forth in Section 3.2 in all such commercial tort claims. Such Grantor shall do all of the foregoing at any time if requested by Collateral Agent in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunderCommercial Tort Claims. Any supplement to Schedule 1 8 delivered pursuant to this Section 4.9 shall, after the receipt thereof by the Collateral Agent, 5.13 shall become part of Schedule 1 8 for all purposes hereunder other than in respect than, absent a written consent of the Administrative Agent, for purpose of the representations and warranties made prior to the date of such receiptset forth in Section 4.12.

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim where such Grantor’s claim is in excess of $300,000 or its recovery thereunder could reasonably be expected to be greater than $300,000 Commercial Tort Claim (whether from another Person or because such commercial tort claim Commercial Tort Claim shall have come into existence) and upon a Responsible Officer becoming aware thereof), (i) such Grantor shall, promptly immediately upon such acquisition, deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, a notice of the existence and nature of such commercial tort claim Commercial Tort Claim and deliver a supplement to Schedule 1 containing a specific description of such commercial tort claimCommercial Tort Claim, certified by such Grantor as true, correct and complete, (ii) the provision of Section 2.1 (Collateral) shall apply to such commercial tort claim Commercial Tort Claim (and the Grantor authorizes the Administrative Agent to supplement such schedule with a description of such Commercial Tort Claim if such Grantor fails to deliver the supplement described in clause (i)) and (iii) such Grantor shall execute and deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, any certificate, agreement and other document, and take all other action action, deemed by the Administrative Agent to be reasonably necessary by law or appropriate for the Administrative Agent to create, perfect and protect Collateral Agent’s Lienobtain, on behalf of the Secured Parties, a first priority, perfected security interest having at least the priority set forth in Section 3.2 in all such commercial tort claims. Such Grantor shall do all of the foregoing at any time if requested by Collateral Agent in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunderCommercial Tort Claims. Any supplement Schedule 1 to delivered pursuant to this Section 4.9 shall, after the receipt thereof by the Collateral Agent, 4.12 (Notice of Commercial Tort Claims) shall become part of Schedule 1 for all purposes hereunder other than in respect than, absent a written consent of the Administrative Agent, for purpose of the representations and warranties made prior to the date of such receiptset forth in Section 3.9 (Commercial Tort Claims).

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim where such Grantor’s claim is in excess of $300,000 or its recovery thereunder could reasonably be expected to be greater than $300,000 Commercial Tort Claim for which litigation has been commenced (whether from another Person or because such commercial tort claim Commercial Tort Claim shall have come into existence) and upon a Responsible Officer becoming aware thereofexistence in excess of $5,000,000), (i) such Grantor shall, promptly immediately upon such acquisition, deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, a notice of the existence and nature of such commercial tort claim Commercial Tort Claim and deliver a supplement to Schedule 1 Error! Reference source not found. (Commercial Tort Claims) containing a specific description of such commercial tort claimCommercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such commercial tort claim Commercial Tort Claim and (iii) subject to Sections 7.13 and 11.20 of the Credit Agreement, such Grantor shall execute and deliver to the Collateral Administrative Agent, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent, any certificate, agreement and other document, and take all other action action, deemed by the Administrative Agent to be reasonably necessary by law or appropriate for the Administrative Agent to create, perfect and protect Collateral Agent’s Lienobtain, on behalf of the Secured PartiesLenders, a first-priority, perfected security interest having at least the priority set forth in Section 3.2 in all such commercial tort claims. Such Grantor shall do all of the foregoing at any time if requested by Collateral Agent in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunderCommercial Tort Claims. Any supplement Schedule 1 to Error! Reference source not found. (Commercial Tort Claims) delivered pursuant to this Section 4.9 4.8 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Collateral Administrative Agent, become part of Schedule 1 Error! Reference source not found. (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.