Common use of Notice of Default, Litigation and Material Adverse Effect Clause in Contracts

Notice of Default, Litigation and Material Adverse Effect. Promptly after any Responsible Officer of Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under (A) the Secured Notes Indenture or any refinancing thereof, (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (B), with a principal amount outstanding in excess of the Threshold Amount or (C) the ABL Credit Agreement, (ii) any litigation, or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly after any Responsible Officer of any Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under (A) the Secured Unsecured Notes Indenture or any refinancing thereof, (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (B), with a principal amount outstanding in excess of the Threshold Amount or (C) the ABL Credit Agreement, (ii) any litigation, or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly after any Responsible Officer of any Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under (A) the Secured Notes Indenture First Lien Term Loan Credit Agreement or any refinancing thereof, (B) the Second Lien Term Loan Credit Agreement or any refinancing thereof, or (C) First Lien Incremental Equivalent/Refinancing NotesDebt, Second Lien Incremental Equivalent/Loans, Permitted Pari Passu Notes, Permitted Pari Passu LoansRefinancing Debt, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (B), C) with a principal amount outstanding in excess of the Threshold Amount or (C) the ABL Credit AgreementAmount, (ii) any litigation, or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly after any Responsible Officer officer of Borrower Holdings or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under the Senior Notes Indentures (Aor in any indenture governing Indebtedness that refinances the Senior Notes) the Secured Notes Indenture or any refinancing thereof, (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, thereof or any Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (B), with a principal amount outstanding instrument in excess of the Threshold Amount or (C) the ABL Credit AgreementAmount, (ii) any litigation, litigation or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, (iii) any judgment entered against any Credit Party in an amount exceeding $10,000,000, (iv) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (v) the discharge of or any withdrawal or resignation by the Borrowers’ independent accountants or (iiivi) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly after any Responsible Officer officer of Borrower Holdings or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under the Senior Notes Indentures (Aor in any indenture governing Indebtedness that refinances the Senior Notes) the Secured Notes Indenture or any refinancing thereof, (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, thereof or any Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (B), with a principal amount outstanding instrument in excess of the Threshold Amount or (C) the ABL Credit AgreementAmount, (ii) any litigation, litigation or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, (iii) any judgment entered against any Credit Party in an amount exceeding $10,000,000 , (iv) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (v) the discharge of or any withdrawal or resignation by the Borrowers’ independent accountants or (iiivi) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly after any Responsible Officer of any Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under (A) the Secured Notes Indenture Second Lien Credit Agreement or any refinancing thereof, (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (B), with a principal amount outstanding in excess of the Threshold Amount or (C) the ABL Credit Agreement, (ii) any litigation, or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly after any Responsible Officer of the Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under (A) the Secured Notes Indenture or any refinancing thereof, (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (B), with a principal amount outstanding in excess of the Threshold Amount or (C) the ABL Credit AgreementFloor Plan Financing in each case of this clause (C), with a principal amount outstanding in excess of $75,000,000, (ii) any litigation, or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly after any Responsible Officer of any Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under (A) the Secured Notes Indenture or any refinancing thereof, (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (BA), with a principal amount outstanding in excess of the Threshold Amount or (CB) the ABL Credit Agreement, (ii) any litigation, or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly Promptly, and in any event within ten Business Days (or five Business Days in the case of succeeding sub-clause (i)) after any Responsible Officer of Senior Management of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes (A) a Default or an Event of Default or any (B) a default or an event of default under any of the Second Lien Loan Documents (A) the Secured Notes Indenture or any refinancing thereof, Permitted Second Lien Refinancing Indebtedness (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (Bany document governing the same)), with a principal amount outstanding in excess of the Threshold Amount First Lien Notes Documents, the Pulitzer Debt Documents or any Permitted Pulitzer Debt Refinancing Indebtedness (C) or any document governing the ABL Credit Agreementsame), (ii) any litigation, litigation or governmental investigation or proceeding pending against Holdings the Borrower or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would could reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit CreditLoan Document, or (iii) any other event, change or circumstance that has had, or would could reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly Promptly, and in any event within ten Business Days (or five Business Days in the case of succeeding sub-clause (i)) after any Responsible Officer of Senior Management of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes (A) a Default or an Event of Default or any (B) a default or an event of default under any of the Second Lien Loan Documents (A) the Secured Notes Indenture or any refinancing thereof, Permitted Second Lien Refinancing Indebtedness (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (Bany document governing the same)), with a principal amount outstanding in excess of the Threshold Amount First Lien Notes Documents, the Pulitzer Debt Documents or any Permitted Pulitzer Debt Refinancing Indebtedness (C) or any document governing the ABL Credit Agreementsame), (ii) any litigation, litigation or governmental investigation or proceeding pending against Holdings the Borrower or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would could reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would could reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly Promptly, and in any event within ten Business Days (or five Business Days in the case of succeeding sub-clause (i)) after any Responsible Officer of Senior Management of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes (A) a Default or an Event of Default or any (B) a default or an event of default under any of the First Lien Credit Documents, the First Lien Notes Documents, any Permitted First Lien Refinancing Indebtedness (A) the Secured Notes Indenture or any refinancing thereof, (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (Bdocument governing the same), with a principal amount outstanding in excess any of the Threshold Amount Pulitzer Debt Documents or any Permitted Pulitzer Debt Refinancing Indebtedness (C) or any document governing the ABL Credit Agreementsame), (ii) any litigation, litigation or governmental investigation or proceeding pending against Holdings the Borrower or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would could reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would could reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly Promptly, and in any event within ten Business Days (or five Business Days in the case of succeeding sub-clause (i)) after any Responsible Officer of Senior Management of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes (A) a Default or an Event of Default or any (B) a default or an event of default under any of the Second Lien Loan Documents (A) the Secured Notes Indenture or any refinancing thereof, Permitted Second Lien Refinancing Indebtedness (B) Refinancing Notes/Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (Bany document governing the same)), with a principal amount outstanding in excess of the Threshold Amount First Lien Notes Documents, the Pulitzer Debt Documents or any Permitted Pulitzer Debt Refinancing Indebtedness (C) or any document governing the ABL Credit Agreementsame), (ii) any litigation, litigation or governmental investigation or proceeding pending against Holdings the Borrower or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would could reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance circum-stance that has had, or would could reasonably be expected to have, a Material Adverse Effect.

Notice of Default, Litigation and Material Adverse Effect. Promptly after any Responsible Officer of any Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under (A) the Secured Notes Indenture Term Loan Credit Agreement or any refinancing thereof, or (B) Refinancing Notes/Loans, Permitted Pari Passu Term Notes, Permitted Pari Passu Loans, Permitted Junior Debt or other Indebtedness constituting debt for borrowed money, in each case of this clause (B), with a principal amount outstanding in excess of the Threshold Amount or (C) the ABL Credit AgreementAmount, (ii) any litigation, or governmental investigation or proceeding pending against Holdings or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.