Notice of Default, Litigation, etc Sample Clauses
The "Notice of Default, Litigation, etc." clause requires a party to promptly inform the other party if certain significant events occur, such as a default under the agreement, the initiation of litigation, or other material legal proceedings. In practice, this means that if a party is sued, becomes insolvent, or breaches a key obligation, they must notify the other party within a specified timeframe. This clause ensures transparency and allows the non-breaching party to take appropriate action, manage risks, or protect their interests in response to adverse developments.
Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail of the nature and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to ▇▇▇▇▇'▇, S&P, the Insurer (so long as the Senior Facility Insurance Policy is in effect) and the Administrative Agent, who shall furnish a copy thereof to the Lenders, of:
(a) the occurrence of (i) any known Default and (ii) any known event of default (however denominated) or default which, with notice, the passage of time or both, would constitute such an event of default, under any Collateral Document or either Insurance Agreement;
(b) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default under either Insurance Agreement or any Collateral Document;
(c) any litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Insurer, the Administrative Agent or the Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject which (i) would be reasonably likely to have a Material Adverse Effect or (ii) relates to this Agreement, any Collateral Document, any other Credit Document or any transactions contemplated hereunder or thereunder;
(d) the occurrence of any other circumstance which has resulted, or will with the passage of time result, in a Trigger Event; and
(e) any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Insurer, the Administrative Agent or the Lenders.
Notice of Default, Litigation, etc. (i) Immediately upon the Borrower obtaining actual knowledge thereof, notice, by facsimile, of the occurrence of any Default or Event of Default or any breach or default under any of the other Project Documents by the Borrower or any other party thereto, specifying the nature thereof and the action which the Borrower is taking and proposes to take with respect to the same; and
(ii) promptly, and in any event within twenty (20) Business Days after Borrower obtains actual knowledge thereof, notice of:
(A) any litigation or governmental proceeding, pending (1) against the Borrower, Sponsor or ENEL (x) involving a claim in excess of $100,000 with respect to the Borrower and $5,000,000 with respect to the Sponsor or ENEL (or the equivalent thereof in other currency) or (y) which is reasonably likely to have a Material Adverse Effect or (2) with respect to any Project Document;
(B) any proposal by any Governmental Authority to acquire compulsorily the Borrower, Sponsor, the Shareholder or ENEL, any Collateral or a substantial part of the business or assets of any of them;
(C) any substantial dispute between or among the Borrower, the Sponsor, the Shareholder or ENEL and any Governmental Authority or any other of the Borrower, Sponsor, the Shareholder or ENEL;
(D) any change in the authorized officers or directors referred to in Section 4.01(d) above, giving certified specimen signatures of any new officer or director so appointed and, if requested by the Lender, satisfactory evidence of the authority of such new officer or director;
(E) any actual or proposed termination, rescission, discharge (otherwise than by performance), amendment or waiver or indulgence under, any material provision of any Project Document (other than by the Lender);
(F) any material notice or correspondence received or initiated by the Borrower relating to a Governmental Approval or other license or authorization necessary for the performance by it of its obligations under the Project Documents;
(G) any Lien (including a Permitted Lien) becoming enforceable over any of the Borrower's assets;
(H) any proposed material change in the nature or scope of the Project or the business or operations of the Borrower, the Sponsor or ENEL and any one or more events, conditions or circumstances (including without limitation Force Majeure as defined in the ENEL Agreements) that exist or have occurred which are reasonably likely to have a Material Adverse Effect; or
(I) the occurrence of any event or ac...
Notice of Default, Litigation, etc. (i) The Company shall furnish to the Trustee as soon as possible and in any event within five (5) Business Days after the discovery by any executive officer of the Company of any Default, a certificate setting forth the details of such Default, and the action which the Company proposes to take with respect thereto.
(ii) The Company shall give prompt notice to the Trustee of any litigation or governmental proceeding pending, involving or, to its knowledge, threatened against the Company, any Subsidiary or any Affiliate which (A) involves an uninsured claim or the uninsured portion or deductible of an insured claim which is over $500,000 or (B) if adversely determined, would have a material adverse effect on the business or financial condition of the Company, any Subsidiary, or any Affiliate.
Notice of Default, Litigation, etc. The Company will give prompt notice (but in no event later than ten days after any Responsible Officer of the Company has or should reasonably have obtained knowledge thereof) (with a description in reasonable detail of the nature and period of existence thereof and of the actions which the Company has taken and proposes to take with respect thereto) to the Agent for distribution to each Bank of:
(a) the occurrence of any Default;
(b) any litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Company to the Banks which has been instituted or, to the knowledge of the Company, is threatened against, the Company or any other Obligor or any of their Subsidiaries or to which any of its properties, assets or revenues is subject which
(i) would be reasonably likely to have a Materially Adverse Effect, or
(ii) relates to this Agreement or any other Loan Document;
(c) the occurrence of any other circumstance of which any of the officers of the Company has knowledge and which has a reasonable likelihood of resulting in a Materially Adverse Effect;
(d) any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Company to the Banks; and
(e) of the occurrence of any of the following events affecting the Company or any ERISA Affiliate:
(i) an ERISA Event;
(ii) a material increase in the Unfunded Pension Liability of any Pension Plan;
(iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Company or any ERISA Affiliate; or
(iv) the adoption of any amendment to a Plan subject to section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability.
Notice of Default, Litigation, etc. Upon a Responsible Party of the Company obtaining knowledge thereof, it will give written notice to the Administrative Agent and the Lenders (i) immediately, of the occurrence of an event or condition consisting of a Default, specifying the nature and existence thereof and what action the Company proposes to take with respect thereto, and (ii) promptly, but in any event within five Business Days, of the occurrence of any of the following with respect to the Company or any of its Subsidiaries: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against the Company or any of its Subsidiaries which is likely to have a Material Adverse Effect, (B) any levy of an attachment, execution or other process against its assets which is likely to have a Material Adverse Effect, (C) the occurrence of an event or condition which shall constitute a default or event of default under any other agreement for borrowed money in excess of $50,000,000 or (D) any development in its business or affairs which has resulted in, or which the Company reasonably believes is likely to result in, a Material Adverse Effect.
Notice of Default, Litigation, etc. The Borrower will give prompt notice (with a description in reasonable detail) to the Administrative Agent and each Lender of:
(a) the occurrence of any Default;
(b) the occurrence of any litigation, arbitration or governmental investigation or proceeding previously not disclosed by the Borrower to the Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or any Subsidiary or to which any of their respective properties is subject which if adversely determined would result in a liability to the Borrower or any Subsidiary not covered by such Borrower's or Subsidiary's insurers in excess of $6,500,000;
(c) any material development which shall occur in any labor controversy, litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Lenders;
(d) the occurrence of any event which would reasonably be expected to have a Materially Adverse Effect;
(e) the occurrence of a Reportable Event under, or the institution of steps by the Borrower or any Subsidiary to terminate, any Pension Plan, or there is a partial or complete withdrawal (as described in ERISA section 4203 or 4205) by the Borrower or any Subsidiary from a Multiemployer Plan where as a result the Borrower or any Subsidiary could be liable for payments of $500,000 or more; and
(f) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower or any Subsidiary furnish a bond or other security to the PBGC or such Pension Plan.
Notice of Default, Litigation, etc. The Company will, (a) within two Business Days after an Authorized Officer of the Parent or the Company learns of the occurrence or existence thereof, give notice in writing to the Administrative Agent of the occurrence of any Default or Unmatured Default and (b) within five Business Days after an Authorized Officer of the Parent or the Company learns of the occurrence or existence thereof, give notice to the Administrative Agent in writing of (i) any litigation or other development (other than the issuance or adoption of any new federal, state or local statute, regulation or ordinance or any other development affecting the broadcasting industry generally), financial or otherwise, which is reasonably likely to materially adversely affect the business, properties, financial condition or results of operations of the Parent and its Subsidiaries, taken as a whole, or of the Company and its Subsidiaries, taken as a whole, or which is reasonably likely to adversely affect the ability of the Parent, the Company or any of its Subsidiaries to repay the Obligations as and when due or perform any of their other respective obligations under the Loan Documents, (ii) the receipt by the Parent, the Company or any of its Subsidiaries of any notice from any federal, state or local governmental or regulatory body or authority of the expiration without renewal, termination, material modification or suspension of, or institution of any proceedings to terminate, materially modify, or suspend, any license granted by the FCC or any other license now or hereafter held by the Parent, the Company or any of its Subsidiaries which is material to the business of the Company and its Subsidiaries taken as a whole (iii) any federal, state or local statute, regulation or ordinance or judicial or administrative order limiting or controlling the broadcast operations of the Parent, the Company or any of its Subsidiaries which has been issued or adopted hereafter and which is of material adverse importance or effect in relation to the operation of the Radio Stations and Television Stations taken as a whole (other than matters affecting the radio broadcast industry generally) or (iv) the timely filing by any party of an application to the FCC for an authorization for a new or modified broadcasting station that is in conflict with any of the applications of the Parent, the Company or any of its Subsidiaries for renewal of any licenses of the Radio Stations or Television Stations.
Notice of Default, Litigation, etc. Upon a Responsible Party of the Borrower obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent and the Lenders (i) promptly, but in any event within three (3) Business Days, of the occurrence of an event or condition consisting of a Default, specifying the nature and existence thereof and what action the Borrower proposes to take with respect thereto, and (ii) promptly, but in any event within five (5) Business Days, of the occurrence of any of the following with respect to the Borrower or any of its Subsidiaries: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against the Borrower or any of its Subsidiaries which is likely to have a Material Adverse Effect, (B) any levy of an attachment, execution or other process against its assets which is likely to have a Material Adverse Effect, (C) the occurrence of an event or condition which shall constitute a default or event of default under any other agreement for borrowed money in excess of $100,000,000 or (D) any development in its business or affairs which has resulted in, or which the Borrower reasonably believes is likely to result in, a Material Adverse Effect.
Notice of Default, Litigation, etc or Section 6.01(o) (Plan Collateral) and such failure is not cured within two (2) Business Days or (v) Section 6.02 (Negative Covenants) or Section 6.01(t) (Required Reserves on Certain Fund Investments) (which failures shall, for the avoidance of doubt, not contain any cure period).
Notice of Default, Litigation, etc. (i) Immediately upon the Borrower obtaining knowledge thereof, notice, by facsimile, cable or telex, of any event which constitutes an Incipient Default Event or Default Event, specifying the nature of such Incipient Default Event or Default Event and any steps the Borrower is taking to remedy the same; and (ii) promptly, and in any event within twenty (20) Business Days (or such shorter period as may be specified below) after an officer of the Borrower or the General Partner, as the case may be, obtains knowledge thereof:
(A) notice of any litigation or governmental proceeding pending (x) against the Borrower or the General Partner (i) involving a claim in excess of $125,000 (or the equivalent thereof in other currency) or (ii) which is reasonably likely to have a Material Adverse Effect or (y) with respect to any Project Document;
(B) notice of any proposal by any Governmental Authority to acquire compulsorily the Borrower or the General Partner, any of the Collateral or a substantial part of the Borrower's or the General Partner's business or assets;
(C) notice of any substantial dispute between the Borrower or any Affiliate of the Borrower and any Governmental Authority relating to the Project;
(D) notice of any change in the authorized officers or directors referred to in Section 5.01(m) above, giving certified specimen signatures of any new officer or director so appointed and, if requested by Eximbank, satisfactory evidence of the authority of such new officer or director;