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: (a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Borrower or any Subsidiary thereof or any of their respective properties, assets or businesses, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (b) any notice of any violation received by the Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental and Safety Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (c) any labor controversy that has resulted in a strike or other work action against the Borrower or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effect; (d) any attachment, judgment, lien, levy or order exceeding $10,000,000 that may be assessed against the Borrower or any Subsidiary thereof; (e) any Default or Event of Default together with a written statement of a Responsible Officer setting forth details of such Event of Default and the action which the Borrower has taken, is taking or proposes to take with respect thereto; (f) any event which makes any of the representations set forth in Section 6.1 inaccurate in any respect; and (g) any other development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect.
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Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer the Chief Executive Officer, Chief Financial Officer, Vice President of Marketing, Vice President of Operations or Vice President of Real Estate and Development of Longhorn or the Borrower President of Bugaboo Creek Steakhouse, Inc. obtains knowledge thereof) telephonic and written notice of:
(a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the any Borrower or any Subsidiary thereof or any of their respective properties, assets or businessesbusinesses which if determined adversely to such Borrower or such Subsidiary, which, if adversely determined, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect;
(b) any notice of any violation received by the any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental and Safety Laws Laws, which in any such case could reasonably be expected to have a Material Adverse Effect;
(c) any labor controversy that has resulted in in, or threatens to result in, a strike or other work action against the any Borrower or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effectthereof;
(d) any attachment, judgment, lien, levy or order exceeding $10,000,000 250,000 that may be assessed against the any Borrower or any Subsidiary thereof;
(e) any Default or Event of Default together with a written statement of a Responsible Officer setting forth details of such Event of Default and the action which the Borrower has takenDefault, is taking or proposes to take with respect thereto;
(f) any event which makes constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any of the representations set forth in Section 6.1 inaccurate in Material Contract to which any respect; and
(g) Borrower or any other development that has resulted in, Subsidiary thereof is a party or could reasonably be expected to result in a Material Adverse Effect.by which any Borrower or any
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Samples: Credit Agreement (Rare Hospitality International Inc), Credit Agreement (Rare Hospitality International Inc)
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:
(a) the commencement commencement, to the extent any Borrower is aware of the same, of all proceedings and investigations against such Borrower or any of its Subsidiaries by or before any Governmental Authority governmental body and all actions and proceedings (including counterclaims) in any court or before any arbitrator against or involving the such Borrower or any Subsidiary thereof of such Borrower or any of their respective propertiesproperty, assets or businessesbusinesses which could reasonably be expected, whichsingly or in the aggregate, if adversely determinedto cause a Default or an Event of Default, result in monetary liability in excess of $250,000, or have a Materially Adverse Effect,
(b) any amendment of the articles of incorporation or by-laws of the Borrower,
(c) any change in the business, assets, liabilities, financial condition, results of operations or business prospects of any Borrower or any Subsidiary of any Borrower which has had or could reasonably be expected to have a Material any Materially Adverse Effect;Effect and any change in the executive officers of any Borrower, and
(bd) any (i) Default or Event of Default, or (ii) event that constitutes or that, with the passage of time or giving of notice or both, would constitute a default or event of default by any violation received Borrower under any material agreement (other than this Agreement) to which any Borrower is a party or by the which any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation its property may be bound if the exercise of Environmental and Safety Laws which in any remedies thereunder by the other party to such case agreement could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect;
(c) any labor controversy that has resulted in a strike or other work action against the Borrower or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effect;
(d) any attachment, judgment, lien, levy or order exceeding $10,000,000 that may be assessed against the Borrower or any Subsidiary thereof;
(e) any Default or Event of Default together with a written statement of a Responsible Officer setting forth details of such Event of Default and the action which the Borrower has taken, is taking or proposes to take with respect thereto;
(f) any event which makes any of the representations set forth in Section 6.1 inaccurate in any respect; and
(g) any other development that has resulted in, or could reasonably be expected to result in a Material Materially Adverse Effect.
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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:
(a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Borrower or any Subsidiary thereof or any of their respective properties, assets or businesses, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;
(b) any notice of any violation received by the Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental and Safety Laws which in any such case could reasonably be expected to have a Material Adverse Effect;
(c) any labor controversy that has resulted in a strike or other work action against the Borrower or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effect;
(d) any attachment, judgment, lien, levy or order exceeding $10,000,000 that may be assessed against the Borrower or any Subsidiary thereof;
(e) any Default or Default, Event of Default together with a written statement of a Responsible Officer setting forth details of such Event of Default and the action which the Borrower has taken, is taking or proposes to take with respect theretoSenior Note Default;
(f) any event which makes any of the representations set forth in Section SECTION 6.1 inaccurate in any respect; and
(g) any other development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect.
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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:
(a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Borrower or any Subsidiary thereof Guarantor or any of their respective properties, assets or businesses, which, businesses which if adversely determined, determined could reasonably be expected to have a Material Adverse Effect;
(b) any notice of any violation received by the Borrower or any Subsidiary thereof Guarantor from any Governmental Authority including, without limitation, any notice of violation of Environmental and Safety Laws which in any such case could reasonably be expected to have a Material Adverse Effect;
(c) any labor controversy that has resulted in in, or threatens to result in, a strike or other work action against the Borrower or any Subsidiary thereof that could reasonably be expected to have a Material Adverse EffectGuarantor;
(d) any attachment, judgment, lien, levy or order exceeding $10,000,000 5,000,000 that may be assessed against or threatened against the Borrower or any Subsidiary thereofGuarantor;
(e) any Default or Event of Default together Default, or any event which constitutes or which with the passage of time or giving of notice or both would constitute a written statement default or event of a Responsible Officer setting forth details of such Event of Default and the action default under any Material Contract to which the Borrower has taken, or any of its Subsidiaries is taking a party or proposes to take with respect theretoby which the Borrower or any Subsidiary thereof or any of their respective properties may be bound;
(fi) any event which makes any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the representations set forth in Section 6.1 inaccurate in any respect; and
Code (g) any other development that has resulted in, or could reasonably be expected to result in along with a Material Adverse Effect.copy
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Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer of the Borrower a Credit Party obtains knowledge thereof) telephonic and written notice of:
(a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Borrower or any Subsidiary thereof Credit Party or any of their respective properties, assets or businesses, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;
(b) any notice of any violation received by the Borrower or any Subsidiary thereof Credit Party from any Governmental Authority including, without limitation, any notice of violation of Environmental and Safety Laws which or ERISA which, in any such case case, could reasonably be expected to have a Material Adverse Effect;
(c) any labor controversy that has resulted in a strike or other work action against the Borrower or any Subsidiary thereof Credit Party that could reasonably be expected to have a Material Adverse Effect;
(d) any attachment, judgment, lien, levy dispositions of any Collateral or order exceeding $10,000,000 that may be assessed against other assets or property of any Credit Party (other than in the Borrower or any Subsidiary ordinary course of its business) within ten (10) days of the disposition thereof;
(e) any Default or Event of Default together with a written statement of a Responsible Officer setting forth details of such Event of Default and the action which the Borrower has taken, is taking or proposes to take with respect theretoDefault;
(f) any event which makes any of the representations set forth in Section 6.1 6.01 inaccurate in any respect; and;
(g) any other development that has resulted in, or could reasonably be expected to result in in, a Material Adverse Effect;
(h) promptly upon receipt thereof, copies of all reports, if any, submitted to any Credit Party or its respective board of directors (or analogous governing body) by its respective independent public accountants in connection with their auditing function, including, without limitation, accountant letters, management reports and management responses thereto; and
(i) such other information regarding the operations, business affairs and financial condition of the Credit Parties as the Administrative Agent or any Lender may reasonably request.
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Samples: Credit Agreement (Inergy L P)
Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an 44 officer of the Borrower obtains knowledge thereof) ), telephonic and written notice of:
(a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Borrower or any Subsidiary thereof or any of their respective properties, assets or businesses, which, if adversely determined, businesses which in any such case could reasonably be expected to have a Material Adverse Effect;
(b) any notice of any violation received by the Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental and Safety Laws which in any such case could reasonably be expected to have a Material Adverse Effect;
(c) any labor controversy that has resulted in in, or threatens to result in, a strike or other work action against the Borrower or any Subsidiary thereof that which in any such case could reasonably be expected to have a Material Adverse Effect;
(d) any attachmentReportable Event or "prohibited transaction", judgmentas such term is defined in Section 406 of ERISA or Section 4975 of the Code, lien, levy in connection with any Employee Benefit Plan or order exceeding $10,000,000 that may any trust created thereunder which could reasonably be assessed against expected to result in liability of the Borrower or any Subsidiary thereof;
(e) any Default or Event of Default together ERISA Affiliate in an aggregate amount exceeding $5,000,000, along with a written statement description of a Responsible Officer setting forth details of such Event of Default and the nature thereof, what action which the Borrower has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;; and
(fe) any event which makes any of the representations set forth in Section 6.1 5.1 inaccurate in any material respect; and
(g) any other development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect.
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Notice of Litigation and Other Matters. Prompt As to Subsections below other than Subsection 7.4(a), promptly (but in no event later than ten five (105) days Business Days after an officer of the any Borrower obtains knowledge thereof) telephonic and in the case of matters described in Subsection 7.4(a), at the time of delivery of the monthly financial statements pursuant to Section 7.1(d), written notice of:
(a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Borrower or any Subsidiary thereof Credit Party or any of their respective properties, assets or businessesbusinesses that (i) if involving Customers and non-carrier vendors, whichcould reasonably be expected to result in liability to the Credit Parties equal to or greater than $2,500,000 and (ii) if involving carrier vendors or other Persons, if adversely determined, could reasonably be expected result in liability to have a Material Adverse Effectthe Credit Parties equal to, or greater than, $2,500,000;
(b) any notice of any violation received by the Borrower or any Subsidiary thereof Credit Party from any Governmental Authority including, without limitation, including any notice of violation of Environmental and Safety Laws which in any such case could reasonably be expected to have a Material Adverse Effect;
(c) any labor controversy that has resulted in in, or threatens to result in, a strike or other work action against the Borrower or any Subsidiary thereof that Credit Party, which in any such case could reasonably be expected to have a Material Adverse Effect;
(d) any attachment, judgment, lienLien, levy or order exceeding $10,000,000 1,000,000 individually (or in the aggregate for related attachments, judgments, liens, levys, or orders) or that may be assessed against the Borrower or threatened against any Subsidiary thereof;Credit Party; CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES
(e) (i) any Default or Event of Default together with Default, including a written statement of a Responsible Officer of such Borrower setting forth details of such Default or Event of Default and the action which the such Borrower or such Credit Party has taken, is taking or taken and proposes to take with respect theretothereto or (ii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which any Credit Party is a party or by which any Credit Party or any of its properties may be bound which, in any such case, could reasonably be expected to have a Material Adverse Effect;
(fi) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by any Credit Party or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA, (iv) any Credit Party obtaining knowledge or reason to know that a Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA, (v) 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, (vi) the taking of any action with respect to a Pension Plan which could result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Pension Plan, and (vii) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by any Credit Party of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto; and
(g) any event which makes any of the representations set forth in Section 6.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 6.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and
(gh) promptly upon becoming aware thereof, any other development that has resulted in, announcement by Xxxxx’x or could reasonably be expected to result S&P of any change in a Material Adverse EffectDebt Rating.
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Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer of the any Borrower obtains knowledge thereof) ), provide telephonic and written notice of:
(a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the any Borrower or any Subsidiary thereof or any of their its respective properties, assets or businesses, which, if adversely determined, businesses which in any such case could reasonably be expected to have a Material Adverse Effect;
(b) any notice of any violation received by the any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental and Safety Laws which in any such case could reasonably be expected to have a Material Adverse Effect;
(c) any labor controversy that has resulted in in, or threatens to result in, a strike or other work action against the any Borrower or which in any Subsidiary thereof that such case could reasonably be expected to have a Material Adverse Effect;
(d) any attachmentReportable Event or "prohibited transaction", judgmentas such term is defined in Section 406 of ERISA or Section 4975 of the Code, lien, levy in connection with any Employee Benefit Plan or order exceeding $10,000,000 that may any trust created thereunder which could reasonably be assessed against the expected to result in liability of any Borrower or any Subsidiary thereof;
(e) any Default or Event of Default together ERISA Affiliate in an aggregate amount exceeding $5,000,000, along with a written statement description of a Responsible Officer setting forth details of such Event of Default and the nature thereof, what action which the applicable Borrower has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;; and
(fe) any event which makes any of the representations set forth in Section 6.1 inaccurate in any material respect; and
(g) any other development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer of the Borrower obtains knowledge thereof) ), telephonic and written notice of:
(a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Borrower or any Subsidiary thereof or any of their respective properties, assets or businesses, which, if adversely determined, businesses which in any such case could reasonably be expected to have a Material Adverse Effect;
(b) any notice of any violation received by the Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental and Safety Laws which in any such case could reasonably be expected to have a Material Adverse Effect;
(c) any labor controversy that has resulted in in, or threatens to result in, a strike or other work action against the Borrower or any Subsidiary thereof that which in any such case could reasonably be expected to have a Material Adverse Effect;
(d) any attachment, judgment, lien, levy Default or order exceeding $10,000,000 that may be assessed against the Borrower Event of Default or any Subsidiary thereofdefault under the Senior Notes;
(e) any Default Reportable Event or Event "prohibited transaction," as such term is defined in Section 406 of Default together ERISA or Section 4975 of the Code, in connection with any Employee Benefit Plan or any trust created thereunder which could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $5,000,000, along with a written statement description of a Responsible Officer setting forth details of such Event of Default and the nature thereof, what action which the Borrower has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;; and
(f) any event which makes any of the representations set forth in Section 6.1 inaccurate in any material respect; and
(g) any other development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect.
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