Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, proposes to take with respect thereto: (i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designation; (A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use; (vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges; (vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or (viii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Superior Telecom Inc), Receivables Sale Agreement (Alpine Group Inc /De/)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) (A) any Litigation commenced or overtly threatened in writing against the Parent, Superiorthe Member, any Originator or any other Subsidiary of the Parent or with respect to or Servicer (1) in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 1,000,000 in the aggregateaggregate or seeks injunctive relief with respect thereto, (B) seeks injunctive relief, (C2) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, SuperiorServicer, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E3) if determined adversely, could reasonably be expected to have a Material Adverse Effect; or (B) any criminal proceeding is commenced against the Servicer or any Originator;
(ii) the commencement of a case or proceeding by or against the Parent, Superiorthe Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) Person under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (BA) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary Person or for any substantial part of such Person's ’s assets, or (CB) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parentsuch Person;
(iii) the receipt of notice that (A) the Parent, Superiorthe Member, such any Originator, the Servicer or any Subsidiary (other Subsidiary than an Immaterial Subsidiary) of any Originator or the Parent Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's’s, Superior'sthe Member’s, such any Originator's ’s, the Servicer’s or any Subsidiary (other Subsidiary than an Immaterial Subsidiary) of any Originator’s or the Parent's Servicer’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superiorthe Member, such any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer is to cease and desist any practice, procedure or policy employed by the Parent, Superiorthe Member, such Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or overtly asserted in writing against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time sale to Buyer or has ceased to be an Eligible Receivable on account of such designationany matter giving rise to indemnification under Section 5.01;
(Av) each infringement or overt written claim of infringement by any Person of any material intellectual property of Superior or any Originator or (B) each item of intellectual property necessary which if adversely determined would reasonably be expected to continue its business as then conducted by such originator which it does not own or have rights to usea Material Adverse Effect;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Chargesmaterial Charges which if adversely determined would reasonably be expected to have a Material Adverse Effect;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or
(viii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Receivables Sale and Servicing Agreement (Rexnord Corp), Receivables Sale and Servicing Agreement (Rexnord LLC)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted or threatened instituted against any Plan of the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of their respective ERISA Affiliates, the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess fiduciaries of $250,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries such Plan (in their capacity as a fiduciary of any such Plan) or its the assets of such Plan or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the ParentTransaction Party, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such any other Subsidiary of the Parent or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up winding‑up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent's’s, Superior's, such any Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designationits Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(viiv) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or Retiree Welfare any other Pension Plan not listed on Schedule 4.01(m); or
(viiivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.. 745039911 21696099 17
Appears in 1 contract
Samples: Receivables Sale and Servicing Agreement (Td Synnex Corp)
Notice of Material Event. Each of Superior and each The Originator shall promptly inform Buyer SPV, the Issuer and the Administrative Agent Indenture Trustee in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent which could reasonably be expected to have a Material Adverse Effect or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse EffectFleet Receivables;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the ParentOriginator;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, which suspension or revocation may have a Material Adverse Effect, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation which could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Fleet Receivables of which it becomes aware or (B) any determination that a Transferred Fleet Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at on the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m)Transfer Date therefor; or
(viiiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Greyhound Funding LLC)
Notice of Material Event. Each of Superior and each Such Originator shall promptly inform Buyer and the Administrative Agent in writing MRFC of the occurrence of any of the following, in each case case, setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 5,000,000 in any one instance or $10,000,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the ParentOriginator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary Person (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the ParentOriginator;
(iii) the receipt occurrence of notice an ERISA Event that, alone or together with an other ERISA Events that (A) the Parenthave occurred, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effectresult in liability of Metaldyne and its Subsidiaries in an aggregate amount exceeding $10,000,000;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables or Originator Collateral of which it becomes aware actually xxxx or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing an Investment Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(Av) each infringement any event that could reasonably be expected to result in the imposition of a Lien under Section 412 of the IRC or claim Section 302 or 4068 of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m)ERISA; or
(viiivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse EffectEffect with respect to such Originator, in each case setting forth the details thereof and what action, if any, such Originator proposes to take with respect thereto.
Appears in 1 contract
Notice of Material Event. Each of Superior and each The Originator shall promptly inform Buyer and the Administrative Agent SFC in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 500,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the ParentOriginator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the ParentOriginator;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for used in the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revokedrevoked if such suspension or revocation is reasonably expected to have a Material Adverse Effect, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could is reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it the Originator becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing an Investment Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viiiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Synnex Information Technologies Inc)
Notice of Material Event. Each of Superior and each The Originator shall promptly inform Buyer SPV, the Issuer and the Administrative Agent Indenture Trustee in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent which could reasonably be expected to have a Material Adverse Effect or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse EffectFleet Receivables;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the ParentOriginator;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, which suspension or revocation may have a Material Adverse Effect, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation which could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Fleet Receivables of which it becomes aware or (B) any determination that a Transferred Fleet Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at on the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m)Transfer Date therefor; or
(viiiv) any other event, circumstance or condition that has had or could reasonably reason ably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notice of Material Event. Each of Superior and each Originator shall (and shall cause each of its Domestic Subsidiaries to) promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior such Originator or such Originator, as the case may be, Domestic Subsidiary proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other such Domestic Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 500,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary such Domestic Subsidiary, (E) alleges the violation of the Parentany law regarding, or seeks remedies in connection with, any Environmental Liability, or (EF) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other such Domestic Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or any such Domestic Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy bankruptcy, liquidation, insolvency, moratorium, receivership or other similar reorganization law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or any such Domestic Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parentsuch Domestic Subsidiary;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, Originator or any other such Domestic Subsidiary of the Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parentsuch Domestic Subsidiary's business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other such Domestic Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other such Domestic Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables or Originator Collateral of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing an Investment Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any other Person of any intellectual property of Superior or any Originator or and (B) each item of intellectual property necessary to continue its business as then conducted by such originator Originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Chargestaxes, assessments or other charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Plan, Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(mSCHEDULE 4.01(M); or
(viii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect. The requirements of this SECTION 4.02(h) shall be satisfied so long as any Originator has provided the notice and details required herein.
Appears in 1 contract
Notice of Material Event. Each of Superior and each Originator The Parent shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior or such Originator, as the case may be, Parent proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 500,000 in any one instance or $500,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator Parent or any other Subsidiary of the ParentOriginator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding in a court of competent jurisdiction by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any such Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the ParentOriginator;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent an Originator is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such an Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent Person in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a an Borrowing Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viiiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Labor Ready Inc)
Notice of Material Event. Each of Superior and each The Originator shall promptly inform Buyer ------------------------ PSC and any assignee (except in respect of clause (i), in which event the Administrative Agent Originator shall immediately inform PSC and any assignee) in writing of the occurrence of any of the following, in each case setting following which shall set forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior or such Originator, as action the case may be, Originator proposes to take with respect thereto:
(i) the submission of any Litigation commenced claim or threatened the initiation of any legal process, litigation or administrative or judicial investigation against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 in the aggregateReceivables, (B) seeks injunctive reliefwhich, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adverselyadversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Originator;
(ii) any change in the location of the Originator's principal office or any change in the location of the Originator's books and records;
(iii) the commencement or threat of a case any rule making or proceeding disciplinary proceedings or any proceedings instituted by or against the ParentOriginator in any federal, Superiorstate or local court or before any governmental body or agency, or before any Originator arbitration board, or the promulgation of any proceeding or any other Subsidiary proposed or final rule which, if adversely determined, would have a material adverse effect with respect to the Originator;
(iv) the commencement of any proceedings by or against the Parent seeking a decree or order in respect of the ParentOriginator under any applicable bankruptcy, Superiorreorganization, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federalliquidation, staterehabilitation, provincial or foreign bankruptcy insolvency or other similar law, (B) appointing law now or hereafter in effect or of any proceeding in which a custodian, receiver, liquidator, assigneeconservator, trustee or sequestrator (similar official shall have been, or similar official) may be, appointed or requested for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parentits assets;
(iiiv) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if business, and such cessation could reasonably be expected to may have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of material adverse effect with respect to the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m)Originator; or
(viiivi) any other event, circumstance or condition that has had had, or could reasonably be expected to have has a Material Adverse Effectmaterial possibility of having, a material adverse effect in respect of the Originator.
Appears in 1 contract
Samples: Receivables Transfer Agreement (New Pameco Georgia Corp)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 10,000,000 in the aggregate, (B) seeks injunctive reliefrelief with respect thereto, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, including the BIA or the CCAA, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's’s, such Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (CB) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time sale to Buyer or has ceased to be an Eligible Receivable on account of such designationany matter giving rise to indemnification under Section 5.01;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(viv) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(viivi) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or;
(viiivii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect; or
(viii) any event, circumstance or condition that constitutes an Event of Servicer Termination or Incipient Servicer Termination Event hereunder.
Appears in 1 contract
Samples: Receivables Sale and Servicing Agreement (Georgia Gulf Corp /De/)
Notice of Material Event. Each of Superior Performance Guarantor and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior Performance Guarantor or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, Performance Guarantor or any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 500,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parentany Originator, Superior, any Originator Performance Guarantor or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator Performance Guarantor or any other Subsidiary of the ParentOriginator, or (E) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liability, (F) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, Performance Guarantor or any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary Person (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the ParentPerformance Guarantor or any Originator, Superior, any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the ParentPerformance Guarantor;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing an Investment Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viiiiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Wabash National Corp /De)
Notice of Material Event. Each of Superior and each The Parent or the Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior the Parent or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary member of the Parent Group or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 2,500,000 in any one instance or $2,500,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary member of the Parent, Parent Group or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary member of the Parent Group seeking a decree or order in respect of any member of the Parent, Superior, any Originator or such Subsidiary Parent Group (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any member of the Parent, Superior, any Originator or such Subsidiary Parent Group or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary member of the ParentParent Group;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary member of the Parent Group is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or business of any other Subsidiary member of the Parent's business Parent Group is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary member of the Parent Group is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent Person in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing an Investment Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viiiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect; or
(vi) any Termination Event or Incipient Termination Event under Section 9.1(v) of the Purchase Agreement.
Appears in 1 contract
Samples: Receivables Purchase and Contribution Agreement (Advancepcs)
Notice of Material Event. Each of Superior Parent Guarantor and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior Parent Guarantor or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened in writing against the Parent, Superior, Parent Guarantor or any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 5,000,000 in any one instance or in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator Parent Guarantor or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by Parent Guarantor or any Originator, (E) alleges the Parentviolation of any law regarding, Superioror seeks remedies in connection with, any Originator Environmental Law or any other Subsidiary of the ParentEnvironmental Permit, or (EF) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, Parent Guarantor or any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary Person (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, Parent Guarantor or any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator Parent Guarantor or any other Subsidiary of the ParentOriginator;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, Parent Guarantor or any other Subsidiary of the Parent an Originator is being placed under regulatory supervision, (B) any charter or material license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such OriginatorParent Guarantor's or any other Subsidiary of the Parentan Originator's business is to be, or may be, suspended or revoked, or (C) the ParentParent Guarantor, Superior, such an Originator or any other Subsidiary of the Parent has received a material notice relating to ERISA, Environmental Laws or Environmental Permits or (D) Parent Guarantor or any Originator is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent Person in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing an Investment Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viiiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (K2 Inc)
Notice of Material Event. Each of Superior and each Originator shall promptly (upon becoming aware thereof) inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks to enjoin or otherwise prevent consummation of, or to recover any damages or penalties in an uninsured amount in excess of $250,000 in obtain relief as a result of, the aggregatetransactions contemplated by this Agreement or any other Related Document, or (B) seeks injunctive reliefwould reasonably be expected to be adversely determined and, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's’s, such Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (CB) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted or threatened instituted against any Plan of the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of their respective ERISA Affiliates, the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess fiduciaries of $250,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries such Plan (in their capacity as a fiduciary of any such Plan) or its the assets of such Plan or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the ParentTransaction Party, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such any other Subsidiary of the Parent or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent's’s, Superior's, such any Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designationits Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(viiv) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or Retiree Welfare any other Pension Plan not listed on Schedule 4.01(m); or
(viiivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) Any Litigation which may exist at any Litigation commenced time between the Parent, the Member, any Originator or threatened the Servicer and any Governmental Authority, or receipt of any notice of any environmental claim or assessment against the Parent, Superiorthe Member, any Originator or the Servicer, which in any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, case could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against Any Litigation affecting the Parent, Superiorthe Member, any Originator or any other Subsidiary the Servicer (i) in which more than $35,000,000 of the Parent seeking a decree amount claimed is not covered by insurance or order (ii) in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (which injunctive or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent relief is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business sought which if such cessation obtained could reasonably be expected to have a Material Adverse Effect;
(iii) the occurrence of any event that would have a Material Adverse Effect on the aggregate value of the Transferred Receivables or on the assignments and Liens granted by the Borrower pursuant to this Agreement;
(iv) (A) any Adverse Claim other than any Permitted Encumbrance made or overtly asserted in writing against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time sale to Buyer or has ceased to be an Eligible Receivable on account of such designationany matter giving rise to indemnification under Section 5.01;
(Av) each infringement or overt written claim of infringement by any Person of any material intellectual property of Superior or any Originator or (B) each item of intellectual property necessary which if adversely determined could reasonably be expected to continue its business as then conducted by such originator which it does not own or have rights to usea Material Adverse Effect;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Chargesmaterial Charges which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(vii) the establishment copies of any Plan, Pension Plan, Title IV Plan documents or undertaking to make contributions notices described in Sections 101(k) or 101(l) of ERISA that any Transaction Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, ESOPthat if the Transaction Parties or their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of an applicable Multiemployer Plan, Welfare then such Originator shall cause the Transaction Parties and/or their ERISA Affiliates to promptly make a request for such documents or notices from the administrator or sponsor of such Multiemployer Plan and Borrower shall provide copies of such document and notices promptly after receipt thereof;
(viii) the occurrence of any Reportable Event that, alone or Retiree Welfare Plan not listed on Schedule 4.01(m)together with any other Reportable Events that have occurred, would reasonably be expected to result in a Material Adverse Effect, and in addition to such notice, deliver to Buyer whichever of the following may be applicable: (A) a certificate of the Responsible Officer setting forth details as to such Reportable Event and the action that the Transaction Parties or ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice of such Reportable Event that may be required to be filed with the PBGC, or (B) any notice delivered by the PBGC in connection with such Reportable Event; or
(viiiix) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale and Servicing Agreement (Cumulus Media Inc)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in is reasonably likely to involve an uninsured amount in excess of $250,000 10,000,000 individually or in the aggregateaggregate with any related Litigation, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's’s, such Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designationits Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(viiv) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan ESOP or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viiivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale and Servicing Agreement (Synnex Corp)
Notice of Material Event. Each of Superior the Parent and each Originator shall ------------------------ promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior the Parent or such Originator, as the case may be, proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, Parent or any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 1,000,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator Parent or any other Subsidiary of the ParentOriginator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, Parent or any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, Parent or any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, Parent or any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator Parent or any other Subsidiary of the ParentOriginator;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, 's or such Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, or (CB) the Parent, Superior, Parent or such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, Parent or such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(Av) each infringement or claim of infringement by any Person of any intellectual property of Superior material changes to the "Farm Xxxx" or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement tariffs, quotas or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m)restrictions in imported sugar; or
(viiivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale Agreement (Imperial Sugar Co /New/)
Notice of Material Event. Each of Superior and each Such Originator shall promptly inform its Related Buyer and the Administrative Agent SPV in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened in writing against the Parent, Superior, any such Originator or any other Subsidiary of the Parent such Originator or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 100,000,000.00 in the aggregate, (B) seeks injunctive reliefto enjoin or otherwise prevent consummation of, or to obtain relief as a result of, the transactions contemplated by this Agreement, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any such Originator or any other Subsidiary of the Parent such Originator or any of their respective ERISA Affiliates in connection with any PlanPlan and in each case could reasonably be expected to have a Material Adverse Effect, (D) alleges criminal misconduct by the Parent, Superior, any such Originator or any other Subsidiary of the Parentsuch Originator, and in each case could reasonably be expected to have a Material Adverse Effect or (E) would reasonably be expected to be determined adversely and, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any such Originator or any other Subsidiary of the Parent such Originator seeking a decree or order in respect of the Parent, Superior, any such Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any such Originator or such Subsidiary or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any such Originator or any other Subsidiary of the Parentsuch Originator;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent such Originator is being placed under regulatory supervisionsupervision outside the ordinary course of business, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's ’s or any other Subsidiary of the Parent's such Originator’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent such Originator is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent such Originator in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designationits sale to its Related Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01;
(Av) each material infringement or claim of material infringement by any Person of any material intellectual property of Superior or any such Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own has or should have rights knowledge which would reasonably be expected to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extendingbe determined adversely and, or having the effect of extendingif determined adversely, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viii) any other event, circumstance or condition that has had or could would reasonably be expected to have a Material Adverse Effect.;
Appears in 1 contract
Samples: Receivables Sale Agreement (Univision Holdings, Inc.)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer Xxxxx and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted or threatened instituted against any Plan of the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of their respective ERISA Affiliates, the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess fiduciaries of $250,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries such Plan (in their capacity as a fiduciary of any such Plan) or its the assets of such Plan or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal 16 misconduct by the Parent, Superior, any Originator or any other Subsidiary of the ParentTransaction Party, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such any other Subsidiary of the Parent or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent's’s, Superior's, such any Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designationits Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(viiv) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or Retiree Welfare any other Pension Plan not listed on Schedule 4.01(m); or
(viiivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) (A) any Litigation commenced or overtly threatened in writing against the Parent, Superiorthe Member, any Originator or any other Subsidiary of the Parent or with respect to or Servicer (1) in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 1,000,000 in the aggregateaggregate or seeks injunctive relief with respect thereto, (B) seeks injunctive relief, (C2) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, SuperiorServicer, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E3) if determined adversely, could reasonably be expected to have a Material Adverse Effect;; or (B) any criminal proceeding is commenced against the Servicer or any Originator; Receivables Sale and Servicing Agreement
(ii) the commencement of a case or proceeding by or against the Parent, Superiorthe Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) Person under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (BA) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary Person or for any substantial part of such Person's ’s assets, or (CB) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parentsuch Person;
(iii) the receipt of notice that (A) the Parent, Superiorthe Member, such any Originator, the Servicer or any Subsidiary (other Subsidiary than an Immaterial Subsidiary) of any Originator or the Parent Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's’s, Superior'sthe Member’s, such any Originator's ’s, the Servicer’s or any Subsidiary (other Subsidiary than an Immaterial Subsidiary) of any Originator’s or the Parent's Servicer’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superiorthe Member, such any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer is to cease and desist any practice, procedure or policy employed by the Parent, Superiorthe Member, such Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or overtly asserted in writing against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time sale to Buyer or has ceased to be an Eligible Receivable on account of such designationany matter giving rise to indemnification under Section 5.01;
(Av) each infringement or overt written claim of infringement by any Person of any material intellectual property of Superior or any Originator or (B) each item of intellectual property necessary which if adversely determined would reasonably be expected to continue its business as then conducted by such originator which it does not own or have rights to usea Material Adverse Effect;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;material Charges which if adversely determined would reasonably be expected to have a Material Adverse Effect; Receivables Sale and Servicing Agreement
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or
(viii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any such Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables and the Related Security originated by such Originator that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any such Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Parentsuch Originator, Superior, any Originator or any other Subsidiary of the Parent, or (E) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liability, (F) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any such Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary Person (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parentsuch Originator, Superior, any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parentsuch Originator;
(iiiA) any Adverse Claim made or asserted against any of the Transferred Receivables originated by such Originator and the Related Security of which it becomes aware or (B) any determination that a Transferred Receivable originated by such Originator designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(iv) the receipt of notice that (A) the Parent, Superior, such Originator, Originator or any other Subsidiary of the Parent thereof is being placed under regulatory supervisionsupervision as a result of any violation of any law or regulation, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's Originator or any other Subsidiary of the Parent's therof business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent thereof has received any notice relating to ERISA, Environmental Laws or Environmental Permits or (D) such Originator or any Subsidiary therof is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent Person in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any other Person of any intellectual property of Superior such Originator or any Originator or Subsidiary thereof necessary for the servicing and collection of the Receivables and the Related Security and (B) each item of intellectual property necessary to continue its business as then conducted for the servicing and collection of the Receivables and the Related Security by such originator Originator or any Subsidiary therof which it does not own or have rights to use;
A. M. Castle & Co., Total Plastics, Inc., Xxxxxx Steel Plate Co, and Keystone Tube Company, LLC Receivables Sale and Contribution Agreement
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Chargestaxes, assessments or other charges which if not paid would reasonably be expected to cause a Material Adverse Effect;
(viiA) the establishment occurrence of any Plan"Event of Default" under (and as defined in the) Permitted Outstanding Debt Documents, Pension Plan(B) the termination of the Permitted Outstanding Debt Documents or any event that has caused the Permitted Outstanding Debt Documents to cease to be in full force and effect (other than as a result of the repayment of the Permitted Outstanding Debt to the extent such repayment is permitted under Section 4.04(n)), Title IV Plan (C) the occurrence of any "Termination Event" under (and as defined in the) Purchase Agreement, (D) the termination of the Purchase Agreement or undertaking any event that has caused the Purchase Agreement to make contributions cease to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m)be in full force and effect; or
(viii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.;
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Castle a M & Co)
Notice of Material Event. Each of Superior and each Originator Such Transferor shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Transferor proposes to take with respect thereto:
(i) any Litigation commenced or threatened in writing against the Parent, Superior, any Originator such Transferor or any other Subsidiary of the Parent such Transferor or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 100,000,000.00 in the aggregate, (B) seeks injunctive reliefto enjoin or otherwise prevent consummation of, or to obtain relief as a result of, the transactions contemplated by this Agreement, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator such Transferor or any other Subsidiary of the Parent such Transferor or any of their respective ERISA Affiliates in connection with any Plan, and in each case could reasonably be expected to have a Material Adverse Effect, (D) alleges criminal misconduct by the Parent, Superior, any Originator such Transferor or any other Subsidiary of the Parentsuch Transferor and in each case could reasonably be expected to have a Material Adverse Effect, or (E) would reasonably be expected to be determined adversely and, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator such Transferor or any other Subsidiary of the Parent such Transferor seeking a decree or order in respect of the Parent, Superior, any Originator such Transferor or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator such Transferor or such Subsidiary or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator such Transferor or any other Subsidiary of the Parentsuch Transferor;
(iii) the receipt of notice that (A) the Parent, Superior, such OriginatorTransferor, or any other Subsidiary of the Parent such Transferor is being placed under regulatory supervisionsupervision outside the ordinary course of business, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's Transferor’s or any other Subsidiary of the Parent's such Transferor’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator Transferor or any other Subsidiary of the Parent such Transferor is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator Transferor or any other Subsidiary of the Parent such Transferor in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designationits sale to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01;
(Av) each material infringement or claim of material infringement by any Person of any material intellectual property of Superior or any Originator or (B) each item such Transferor of intellectual property necessary to continue its business as then conducted by such originator which it does not own has or should have rights knowledge which would reasonably be expected to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extendingbe determined adversely and, or having the effect of extendingif determined adversely, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viii) any other event, circumstance or condition that has had or could would reasonably be expected to have a Material Adverse Effect.;
Appears in 1 contract
Samples: Receivables Transfer and Servicing Agreement (Univision Holdings, Inc.)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 2,000,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's’s, such Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time sale to Buyer or has ceased to be an Eligible Receivable on account of such designationany matter giving rise to indemnification under Section 5.01;
(Av) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to useOriginator;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Sale and Servicing Agreement (Synnex Corp)
Notice of Material Event. Each of Superior and each Originator Selling Subsidiary shall promptly inform Buyer and the Administrative Agent Parent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior or such Originator, as the case may be, Selling Subsidiary proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Selling Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 500,000 in any one instance or $500,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator Selling Subsidiary or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the ParentSelling Subsidiary, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding in a court of competent jurisdiction by or against the Parent, Superior, any Originator or any other Selling Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Selling Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Selling Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the ParentSelling Subsidiary;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Selling Subsidiary of the Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the ParentSelling Subsidiary's business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Selling Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Selling Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a an Borrowing Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viiiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in is reasonably likely to involve an uninsured amount in excess of the Dollar Equivalent of $250,000 10,000,000 individually or in the aggregateaggregate with any related Litigation, (B) seeks injunctive relief, (C) is asserted or instituted against any PlanPlan of the Parent, its any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or its the assets of such Plan or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such any other Subsidiary of the Parent or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up winding‑up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent's’s, Superior's, such any Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designationits Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(viiv) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or Retiree Welfare any other Pension Plan not listed on Schedule 4.01(m); or
(viiivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Synnex Corp)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in is reasonably likely to involve an uninsured amount in excess of $250,000 10,000,000 individually or in the aggregateaggregate with any related Litigation, (B) seeks injunctive relief, (C) is asserted or instituted against any PlanPlan of the Parent, its any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or its the assets of such Plan or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such any other Subsidiary of the Parent or for any 727160102 10435078 17 substantial part of such Person's ’s assets, or (C) ordering the winding-up winding‑up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent's’s, Superior's, such any Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designationits Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(viiv) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or Retiree Welfare any other Pension Plan not listed on Schedule 4.01(m); or
(viiivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Synnex Corp)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer Xxxxx and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
(i) any Litigation commenced that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted or threatened instituted against any Plan of the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of their respective ERISA Affiliates, the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess fiduciaries of $250,000 in the aggregate, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries such Plan (in their capacity as a fiduciary of any such Plan) or its the assets of such Plan or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the ParentTransaction Party, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect;
(ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such any other Subsidiary of the Parent or for any substantial part of such Person's ’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
(iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent's’s, Superior's, such any Originator's ’s or any other Subsidiary of the Parent's ’s business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect;
(iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of such designationits Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(viiv) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or Retiree Welfare any other Pension Plan not listed on Schedule 4.01(m); or
(viiivi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Notice of Material Event. Each of Superior and each Originator shall promptly inform Buyer and the Administrative Agent CRLLC in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Superior or such Originator, as the case may be, Originator proposes to take with respect thereto:
: (i) any Litigation commenced or threatened against the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 in the aggregate500,000, (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the ParentOriginator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect;
; (ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Subsidiary or for any substantial part of such Person's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent;
Originator; (iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent's, Superior's, such Originator's or any other Subsidiary of the Parent's business is to be, or may be, suspended or revoked, or (C) the Parent, Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect;
; (iv) )
(A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing an Investment Base Certificate, a Borrowing Request Certificate or otherwise was not an Eligible Receivable at the time of such designation;
(A) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator ; or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use;
(vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges;
(vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan not listed on Schedule 4.01(m); or
(viiiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
