Notice of Defaults, Litigation and other Matters Sample Clauses

Notice of Defaults, Litigation and other Matters. Promptly after Borrower obtains knowledge thereof, notice of: (i) any Default; (ii) the commencement of any action, suit or proceeding or investigation in any court or before any arbitrator of any kind or by or before any Governmental Authority or non-governmental body against or in any other way relating adversely to or materially adversely affecting (A) Borrower or any Subsidiary, or any of its businesses or properties, that, if adversely determined, singly would result in liability more than $150,000.00 above the amount covered by insurance or (2) otherwise would, singly or in the aggregate, have a Material Adverse Effect, or (B) in any material way this Agreement or the other Credit Documents or any transaction contemplated hereby or thereby; (iii) any amendment of the articles of incorporation or bylaws of Borrower or of the articles of incorporation, bylaws, certificate of formation or operating agreement of any Subsidiary; and (iv) any significant material adverse development in any lawsuits described in Schedule 6.5.
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Notice of Defaults, Litigation and other Matters. Promptly after its occurrence, notice of: (i) any Default; (ii) the commencement of any action, suit or proceeding or investigation in any court or before any arbitrator of any kind or by or before any Governmental Authority or non-governmental body against or in any other way relating adversely to or affecting (A) the Borrower, any Subsidiary or any of their respective businesses or properties, that, if adversely determined, (1) singly would result in liability more than $250,000.00 (whether or not covered by insurance) or (2) in the aggregate for the Borrower and the Subsidiaries would result in liability more than $500,000.00 (whether or not covered by insurance) or (3) otherwise might, singly or in the aggregate, have a Materially Adverse Effect, or (B) in any material way this Agreement or the other Loan Documents or any transaction contemplated hereby or thereby; (iii) any amendment of the certificate of incorporation or bylaws of the Borrower; and (iv) any significant development in any lawsuits described in Exhibit A.
Sample 1
Notice of Defaults, Litigation and other Matters. Prompt notice of: (i) any Default; (ii) any Event of Default; (iii), the commencement of any actions, suits or proceedings or investigations in any court or before any arbitrator of any kind or by or before any governmental or non-governmental body against or in any other was relating adversely to, or affecting, the Company or any of its Subsidiaries or any of their respective businesses or properties, which, singly or in the aggregate, might have a Materially Adverse Effect on the Company and the Consolidated Subsidiaries taken as a whole; (iv) any amendment of the articles of incorporation or code of regulations of the Company; and (v) any Event of Taxability or event which, with the passage of time, could mature into an Event of Taxability.
Sample 1
Notice of Defaults, Litigation and other Matters. Promptly after any Authorized Representative of Borrower obtains knowledge thereof, notice of: (i) any Default; (ii) the commencement of any action, suit or proceeding or investigation in any court or before any arbitrator of any kind or by or before any Governmental Authority or non-governmental body against or in any other way relating adversely to or materially adversely affecting (A) Borrower, the Novogyne Joint Venture or any of their respective businesses or properties, that, if adversely determined, (1) singly would result in liability more than $500,000.00 (whether or not covered by insurance) or (2) in the aggregate for Borrower and the Novogyne Joint Venture would result in liability more than $1,000,000.00 (whether or not covered by insurance) or (3) otherwise would, singly or in the aggregate, have a Material Adverse Effect, or (B) in any material way this Agreement or the other Credit Documents or any transaction contemplated hereby or thereby; (iii) any amendment of the articles of incorporation or bylaws of Borrower or of the Novogyne Joint Venture Agreement; and (iv) any significant material adverse development in any lawsuits described in Schedule 4.7.
Sample 1
Notice of Defaults, Litigation and other Matters. Promptly after becoming aware thereof, notice of (i) any Default; (ii) any change or event referred to in Section 3.10; (iii) any event or condition referred to in clauses (i) through (vi) of Section 6.01(g), whether or not such event or condition shall constitute an Event of Default; (iv) the commencement of any actions, suits or proceedings or investigations in any court or before any arbitrator of any kind or by or before any governmental or non- governmental body against or in any other way relating to or affecting (A) the Borrower or any of its Subsidiaries or any of their respective businesses or properties or (B) this Agreement or the Notes, that, if adversely determined, might singly or in the aggregate, have a Materially Adverse Effect on (x) the Borrower and its Subsidiaries taken as a whole or (y) this Agreement and the Notes; and (v) any amendment of the certificate of incorporation or by-laws of the Borrower.
Sample 1
Notice of Defaults, Litigation and other Matters. Prompt notice of: (i) any Default; (ii) any change or event referred to in /section/ 4.05; (iii) anY event or condition referred to in clauses (i) through and including (vii) of /section/7.01(h), whether or not such evenT or condition shall constitute an Event of Default; (iv) the commencement of any action, suit or proceeding or investigation in any court or before any arbitrator of any kind or by or before any governmental or non-governmental body against or in any other way relating adversely to or affecting (A) either Borrower, either Guarantor or any of their respective businesses or properties, that, if adversely determined, (1) singly would result in liability more than $250,000 or, in the case of Windmere or any of its Subsidiaries, $1,000,000, not covered by insurance; or (2) in the aggregate for the Borrowers and the Guarantors and their respective Subsidiaries, taken as a whole, would result in liability more than $500,000 (or $1,500,000 not covered by insurance if liability of Windmere is involved) or (3) otherwise might, singly or in the aggregate, have a Materially Adverse Effect on either Borrower, or (B) this Agreement or the other Loan Documents or any transaction contemplated hereby or thereby; (v) any amendment of the certificate of incorporation or bylaws of either Borrower or Windmere; (vi) any default by New M-Tech or the other party thereto under the Kmart Contract or the WCI License Agreement; (vii) any default by Windmere under either Windmere Note; and (viii) any significant development in the lawsuits described in Schedule 4.03.
Sample 1
Notice of Defaults, Litigation and other Matters. Prompt notice of (i) any Default; (ii) any event or condition referred to in clauses (i) through (v) of Section 11.01(g), whether or not such event or condition shall constitute an Event of Default; (iii) the commencement of any actions, suits or proceedings or investigations in any court or before any arbitrator of any kind or by or before any governmental or non- governmental body against or in any other way relating adversely to or affecting (A) the Company or any of its Subsidiaries or any of their respective businesses or properties, that could reasonably be expected, singly or in the aggregate, to have a Materially Adverse Effect on the Company and the Consolidated Subsidiaries taken as a whole or (B) this Agreement or the Notes; and (iv) any amendment of the certificate of incorporation or by- laws of the Company.
Sample 1
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Notice of Defaults, Litigation and other Matters. Promptly after any Authorized Representative of Borrower obtains knowledge thereof, notice of: (i) any Default; (ii) the commencement of any action, suit or proceeding or investigation in any court or before any arbitrator of any kind or by or before any Governmental Authority or non-governmental body against or in any other way relating adversely to or materially adversely affecting (A) Borrower, the Novogyne Joint Venture or any of their respective businesses or properties, that, if adversely determined, (1) singly would result in liability more than $2,000,000.00 in excess of insurance coverage or (2) in the aggregate for Borrower and the Novogyne Joint Venture would result in liability more than $5,000,000.00 in excess of insurance coverage, or (3) otherwise would, singly or in the aggregate, have a Material Adverse Effect, or (B) in any material way this Agreement or the other Credit Documents or any transaction contemplated hereby or thereby; (iii) any amendment of the articles of incorporation or bylaws of Borrower or of the Novogyne Joint Venture Agreement; and (iv) any significant material adverse development in any lawsuits described in Schedule 4.7.
Sample 1

Related to Notice of Defaults, Litigation and other Matters

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Borrower obtains knowledge thereof) telephonic and written notice of:

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

  • Litigation and Other Proceedings Except as disclosed in the SEC Documents, there are no lawsuits or proceedings pending or, to the knowledge of the Company, threatened, against the Company or any subsidiary, nor has the Company received any written or oral notice of any such action, suit, proceeding or investigation, which could reasonably be expected to have a Material Adverse Effect. Except as set forth in the SEC Documents, no judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which could result in a Material Adverse Effect.

  • Regulatory and Other Notices Promptly after Borrower’s receipt thereof, copies of any notices or other communications received from any Governmental Authority with respect to any matter or proceeding the effect of which could reasonably be expected to have a Material Adverse Effect.

  • Corporate and Other Proceedings All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Administrative Agent;

  • Notices of Litigation and Default Borrower will give prompt written notice to Collateral Agent and the Lenders of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Collateral Agent and the Lenders of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

  • Regulatory and Other Matters (a) The parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable the Required Approvals and other consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement. MCC and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to Applicable Laws relating to the confidentiality of information, all information relating to MCC or SIC, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with obtaining the Required Approvals. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable. The parties shall consult with each other with respect to the obtaining of the Required Approvals and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. 45

  • Notice of Default, Litigation and ERISA Matters Promptly upon becoming aware of any of the following, written notice describing the same and the steps being taken by the Company or the Subsidiary affected thereby with respect thereto:

  • Waiver of Presentment and Other Conditions The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to any Canadian Revolving Lender in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of the Bankers’ Acceptance being held, at the maturity thereof, by such Canadian Revolving Lender in its own right and the Canadian Borrower agrees not to claim any days of grace if the Canadian Revolving Lender as holder sues or otherwise commences legal proceedings against the Canadian Borrower on the Bankers’ Acceptance for payment of the amount payable by the Canadian Borrower thereunder.

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