Notices of Certain Events. Deliver to the Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Primeenergy Corp), Credit Agreement (Primeenergy Corp)
Notices of Certain Events. Deliver to the AgentAgent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any material Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) upon request from the Agent, the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) within two days of any change in the senior management of the Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Middle Bay Oil Co Inc), Credit Agreement (Middle Bay Oil Co Inc)
Notices of Certain Events. Deliver to the Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of each of the Borrower Borrowers or of the General Partner of certain of the Borrowers, as the case may be, and setting forth the relevant event or circumstance and the steps being taken by the relevant Borrower or Borrowers Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of any of the BorrowerBorrowers, or any litigation, investigation, investigation or proceeding between any of the Borrower Borrowers and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving any of the Borrower Borrowers as a defendant or in which any Property of any of the Borrower Borrowers is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by any of the Borrower Borrowers of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower Borrowers following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by any of the Borrower Borrowers or from, affecting, affecting or related to any Property of any of the Borrower Borrowers or Property of others adjacent to any Property of any of the Borrower Borrowers which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approval, approval or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of any of the Borrower;Borrowers or of the General Partner of certain of the Borrowers, as the case may be; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(jh) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Term Loan Agreement (Royale Energy Holdings, Inc.), Term Loan Agreement (Royale Energy Holdings, Inc.)
Notices of Certain Events. Deliver to the AgentLender, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default by it under any contractual obligation of the Borrower, or any litigation, investigation, investigation or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a material violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental LawLaw in any material respect, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the any change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Propertyits senior management;
(h) any material change in the senior management of the Borrower;its accounting or financial reporting practices; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Evolution Petroleum Corp), Credit Agreement (Cross Border Resources, Inc.)
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower or Xxxxxxxx and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrowerany Related Party, or any litigation, investigation, or proceeding between the Borrower any Related Party and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower any Related Party as a defendant or in which any Property of the Borrower any Related Party is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower any Related Party of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower any Related Party, or adjacent to any Property of the Borrower any Related Party following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower any Related Party or from, affecting, or related to any Property of the Borrower any Related Party, or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authorityany Related Party, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(h) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(i) any change in the senior management of the Borrower, Lafitte or any Guarantor;
(j) the Borrower's or Xxxxxxxx=s acquisition or ownership of any estate (fee simple or leasehold) of real or personal Property, wherever located, which is not included in the Collateral; and
(k) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person reasonably likely to have a Material Adverse Effect concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower reasonably likely to have a Material Adverse Effect except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(h) any other event or condition which could reasonably be expected to have a Material Adverse Effect; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.; and
Appears in 1 contract
Notices of Certain Events. Deliver to the Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Borrowers, and setting forth the relevant event or circumstance and the steps being taken by the relevant Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the any Borrower, or any litigation, investigation, investigation or proceeding between the such Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved is $100,000 25,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by senior management of the Borrower Borrowers of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower Borrowers following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower Borrowers or from, affecting, affecting or related to any Property of the Borrower Borrowers or Property of others adjacent to any Property of the Borrower Borrowers which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approval, approval or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) Jxxxx X. Xxxxx ceases to be part of the change in identity or address senior management of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyBorrowers;
(h) the filing or commencement of any change action, suit, proceeding, or arbitration by or on behalf of any Borrower claiming or asserting damages in the senior management favor of the Borrower;such Borrower in an amount in excess of $500,000; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentBank, immediately upon the Operating Member or the Manager having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Operating Member and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Any Default or Event of Default;
(b) any Any default or event of default under any material contractual obligation of the Borrower, or any litigation, investigation, or proceeding between material Litigation affecting the Borrower and before any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectTribunal;
(c) any litigation or proceeding Any Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and (i) in which the amount involved is $100,000 or more and which is not covered by insurance insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $100,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is soughtsought which affects a Property having a fair market value (net to the Borrower’s interest therein) of more than $100,000 or could reasonably be expected to result in an expenditure by the Borrower of more than $100,000.00;
(d) Any existing or asserted Lien on any of the properties of the Borrower, personal or real, tangible or intangible, including, without limitation, the Collateral, excluding Permitted Liens;
(e) The receipt by the Borrower of any Environmental ComplaintComplaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect;
(ef) any Any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect;
(fg) any Any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower or Mortgagors except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;; and
(h) any Any change in the senior management of Borrower’s accounting practices and procedures, including a change in the Borrower’s fiscal year;
(i) any Reportable Event or imminently expected Reportable Event with respect to any PlanAny notice of claim of a material gas imbalance; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;and
(j) any Any other event or condition which that could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is -24- 25 $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the Agenteach Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrowerany Related Party, or any litigation, investigation, or proceeding between the Borrower any Related Party and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower any Related Party as a defendant or in which any Property of the Borrower any Related Party is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower any Related Party of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower any Related Party, or adjacent to any Property of the Borrower any Related Party following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower any Related Party or from, affecting, or related to any Property of the Borrower any Related Party, or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authorityany Related Party, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(h) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(i) any change in the senior management of the Borrower or any Guarantor;
(j) the Borrower's or any Guarantor's acquisition or ownership of any estate (fee simple or leasehold) of real or personal Property, wherever located, which is not included in the Collateral; and
(k) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantor with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the BorrowerBorrower or the Guarantor, or any litigation, investigation, or proceeding between the Borrower or the Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower or the Guarantor as a defendant or in which any Property of the Borrower or the Guarantor is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantor with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the BorrowerBorrower or the Guarantor, or any litigation, investigation, or proceeding between the Borrower or the Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower or the Guarantor as a defendant or in which any Property of the Borrower or the Guarantor is subject to a claim and in which the amount involved is $100,000 100,000.00 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any written Environmental ComplaintComplaint having a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization in each such case which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentAgent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and/or the Co-Borrowers and setting forth the relevant event or circumstance and the steps being taken by the Borrower and/or the Co-Borrowers with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the BorrowerBorrower and/or the Co-Borrowers, or any litigation, investigation, or proceeding between the Borrower and/or the Co-Borrowers and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower and/or the Co- Borrowers as a defendant or in which any Property of the Borrower is and/or the Co- Borrowers are subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower and/or the Co-Borrowers of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower and/or the Co-Borrowers or adjacent to any Property of the Borrower and/or the Co-Borrowers following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower and/or the Co- Borrowers or from, affecting, or related to any Property of the Borrower and/or the Co-Borrowers or adjacent to any Property of the Borrower and/or the Co- Borrowers except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower and/or the Co-Borrowers proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event change in the terms of the National Bank of Canada facility with respect to any Plan; any withdrawal from779776 Alberta, or the terminationLtd. and/or Neutrino Resources, Reorganization or Insolvency ofInc., any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;and
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any pledge of Oil and Gas Property by the partnerships listed on Exhibit A to the document listed in Section 3.1(g)(vi); and
(k) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Primeenergy Corp)
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 100,000.00 or more in the aggregate and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any written Environmental ComplaintComplaint having a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint which could reasonably be expected to result in a Material Adverse Effect;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization in each such case which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;; and
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(ih) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower Borrower, or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;, which, in each case, could reasonably be expected to have a Material Adverse Effect; and
(ji) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Dril-Quip Inc)
Notices of Certain Events. Deliver to the Agent, immediately upon within five ------------------------- days of having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or which is material and in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental ComplaintComplaint which, if not cured or if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which could reasonably be expected to result in a Material Adverse Effect;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which in each case could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the Agent, immediately promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the each Borrower and setting forth the relevant event or circumstance and the steps being taken by the such Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved of the claim against any Borrower is $100,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the any Borrower of any Environmental ComplaintComplaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of any Borrower, or the Borrower or adjacent to any Property of facilities located and the Borrower operations conducted thereon, following any allegation of a violation of any Requirement of LawLaw regarding any condition in each case which could reasonably be expected to have a Material Adverse Effect;
(f) any of the following which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by the any Borrower or from, affecting, or related to any Property of any Borrower, or the Borrower or adjacent to any Property of facilities located and the Borrower operations conducted thereon, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effectauthorization;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.the
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved is $100,000 50,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any written Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyBorrowing Base Oil and Gas Properties;
(h) any change in the senior management of the Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentAgent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Parent and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the a Borrower, or any litigation, investigation, or proceeding between the a Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the a Borrower as a defendant or in which any Property of the a Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the a Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the a Borrower or adjacent to any Property of the a Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the a Borrower or from, affecting, or related to any Property of the a Borrower or adjacent to any Property of the a Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) upon the request of any Lender, the change in identity or address of any Person remitting to the a Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the a Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentAgent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantor with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the BorrowerBorrower or the Guarantor, or any litigation, investigation, or proceeding between the Borrower or the Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower or the Guarantor as a defendant or in which any Property of the Borrower or the Guarantor is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental ComplaintComplaint having a potential Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation set forth in writing by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior executive management of the Borrower;Guarantor; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower Borrower, the Guarantor or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;; and
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the Agent, immediately promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the each Borrower and setting forth the relevant event or circumstance and the steps being taken by the such Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved of the claim against any Borrower is $100,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the any Borrower of any Environmental ComplaintComplaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of any Borrower, or the Borrower or adjacent to any Property of facilities located and the Borrower operations conducted thereon, following any allegation of a violation of any Requirement of LawLaw regarding any condition in each case which could reasonably be expected to have a Material Adverse Effect;
(f) any of the following which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by the any Borrower or from, affecting, or related to any Property of any Borrower, or the Borrower or adjacent to any Property of facilities located and the Borrower operations conducted thereon, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.,
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
Notices of Certain Events. Deliver to the AgentAgent and each Lender, immediately promptly and in any event within 5 Business Days upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the each Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the any Borrower of any Environmental ComplaintComplaint requesting or requiring remediation of contaminated soil or ground water, imposing fines or penalties, rejecting or revoking any license or permit, or any other Environment Complaint which could reasonably be expected to have a Material Adverse Effect;
a\ credit.agr -34-
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the any Borrower or adjacent to any Property of the any Borrower following any allegation of a violation of any Requirement of LawLaw that relates to such testing or other investigation;
(f) any Release of Hazardous Substances by the any Borrower or from, affecting, or related to any Property of the any Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authorityany Borrower, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could could, in the case of each of the items in this clause (f), reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the any Borrower proceeds from the sale of hydrocarbon Hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management president or chief executive officer of the any Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the any Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;; and
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Texoil Inc /Nv/)
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantors with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the BorrowerBorrower or the Guarantors, or any litigation, investigation, or proceeding between the Borrower or the Guarantors and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower or the Guarantors as a defendant or in which any Property of the Borrower or the Guarantors is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management manager of the Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the Agent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default by it under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $100,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsought which injunctive or similar relief, if granted, could reasonably be expected to have a Material Adverse Effect;
(d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) except as to the Parent, any change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Propertyits ownership;
(h) any change in the its senior management of the Borrower;management; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect; and, at least ten Business Days prior to the consummation of any such sale, written notice of any proposed sale of Oil and Gas Properties of the Borrower, or any Subsidiary of the Parent or of a Subsidiary of the Parent, including in such written notice identification of the Oil and Gas Properties or the Subsidiary of the Parent which is the subject of the proposed sale and a summary of the principal terms of the proposed sale.
Appears in 1 contract
Notices of Certain Events. Deliver to the Agent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default by it under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $100,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsought in which injunctive or similar relief could reasonably be expected to have a Material Adverse Effect;
(d) the receipt by the Borrower it of any Environmental ComplaintComplaint which could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which could reasonably be expected to have a Material Adverse Effect;
(f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the any change in identity its senior management or address material change in its ownership resulting in an Event of any Person remitting Default pursuant to the Borrower proceeds from the sale clause (m) or clause (n) of hydrocarbon production from or attributable to any Mortgaged Property;Section 7.1; and
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any pledge of Oil and Gas Property by the partnerships listed on Exhibit A to the document listed in Section 3.1(g)(vi) of the Existing Agreement; and
(k) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Primeenergy Corp)
Notices of Certain Events. Deliver to the Agent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default by it under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization authorization, which could reasonably be expected to have a Material Adverse Effect;
(g) the any change in identity its ownership or address in the senior management of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyParent;
(h) any material change in the senior management of the Borrower;its accounting or financial reporting practices; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Parent Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the any Borrower or any of its Subsidiaries as a defendant or in which any Property of the any Borrower or any of its Subsidiaries is subject to a claim and in which the amount involved is $100,000 50,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the any Borrower of any written Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the any Borrower or adjacent to any Property of the any Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint;
(f) any Release of Hazardous Substances by the any Borrower or from, affecting, or related to any Property of the any Borrower or adjacent to any Property of the any Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the any Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyBorrowing Base Oil and Gas Properties;
(h) any change in the senior management of the any Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance:
(a) : • any Default or Event of Default;
(b) ; • any default or event of default by it under any contractual obligation of the Borrower, or any litigation, investigation, investigation or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) ; • any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $100,000 200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) ; • the receipt by the Borrower it of any Environmental Complaint;
(e) , which if adversely determined could reasonably be expected to have a Material Adverse Effect; • any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a material violation of any Requirement of Law;
(f) ; • any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental LawLaw in any material respect, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) ; • any change in the its senior management of the Borrower;
(i) management; • any Reportable Event material change in its accounting or imminently expected Reportable Event with respect to any Planfinancial reporting practices; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) • any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Royale Energy Inc)
Notices of Certain Events. Deliver to the AgentAgent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) upon the request of any Lender, the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management Senior Management of the Borrower;
(ih) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower Borrower, or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;, which, in each case, could reasonably be expected to have a Material Adverse Effect; and
(ji) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Dril-Quip Inc)
Notices of Certain Events. Deliver to the AgentLender, immediately promptly, and in any event within three Business Days, upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or Property of others adjacent to any Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the any change in identity the ownership of the Borrower, except pursuant to that certain reverse takeover transaction whereby Borrower will merge into a wholly-owned Delaware subsidiary of a company governed under the laws of the Province of Ontario, Canada, and publicly listed on the Toronto Stock Exchange or address TSX Venture Exchange, respectively. Borrower shall be the surviving corporation of any Person remitting to the Borrower proceeds from the sale merger and a wholly-owned subsidiary of hydrocarbon production from or attributable to any Mortgaged Propertysuch publicly listed company;
(h) any material change in the senior management of the Borrower;accounting or financial reporting practices; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Borrowers and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved is $100,000 50,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the either Borrower of any written Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the either Borrower or adjacent to any Property of the either Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint;
(f) any Release of Hazardous Substances by the either Borrower or from, affecting, or related to any Property of the either Borrower or adjacent to any Property of the either Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the either Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyBorrowing Base Oil and Gas Properties;
(h) any change in the senior management of the either Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management position of President of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;; and
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the Agent, immediately promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Parent and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrowera Borrower or Guarantor, or any litigation, investigation, or proceeding between the a Borrower or Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the a Borrower or Guarantor as a defendant or in which any Property of the a Borrower or Guarantor is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the a Borrower or Guarantor of any material written Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the a Borrower or adjacent to any Property of the Borrower Guarantor following any allegation of a violation of any Requirement of LawLaw that could result in liability of a Borrower or Guarantor;
(f) any Release of Hazardous Substances by the a Borrower or Guarantor or from, affecting, or related to any Property of the a Borrower or Guarantor or adjacent to any Property of the a Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which which, in either case, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;
(g) upon the request of any Lender, the change in identity or address of any Person remitting to the a Borrower or Guarantor proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrowera Borrower or a Guarantor;
(i) any Reportable Borrower, Guarantor, Subsidiary of a Borrower, or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred;
(j) any Borrower, Guarantor, Subsidiary of a Borrower, or imminently expected Reportable Event any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Title IV Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(jk) any Borrower, Guarantor, Subsidiary of a Borrower, or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and
(l) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the Agent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default by it under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the any change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;its senior management; and
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentBank, immediately upon the Operating Member or the Manager having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Operating Member and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Any Default or Event of Default;
(b) any Any default or event of default under any material contractual obligation of the Borrower, or any litigation, investigation, or proceeding between material Litigation affecting the Borrower and before any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectTribunal;
(c) any litigation or proceeding Any Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and (i) in which the amount involved is $100,000 or more and which is not covered by insurance insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $100,000 or more and which is not covered by insurance,, or (iii) in which injunctive or similar relief is soughtsought which affects a Property having a fair market value (net to the Borrower’s interest therein) of more than $100,000 or could reasonably be expected to result in an expenditure by the Borrower of more than $100,000.00;
(d) Any existing or asserted Lien on any of the properties of the Borrower, personal or real, tangible or intangible, including, without limitation, the Collateral, excluding Permitted Liens;
(e) The receipt by the Borrower of any Environmental ComplaintComplaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect;
(ef) any Any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect;
(fg) any Any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower or Mortgagors except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;; and
(h) any Any change in the senior management of Borrower’s accounting practices and procedures, including a change in the Borrower’s fiscal year;
(i) any Reportable Event or imminently expected Reportable Event with respect to any PlanAny notice of claim of a material gas imbalance; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;and
(j) any Any other event or condition which that could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon within the earlier of a reasonable period of time considering the nature of such occurrence or five (5) Business Days after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, Borrower or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved and relating to Borrower is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental ComplaintComplaint which could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw in each case which would reasonably be expected to have a Material Adverse Effect;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization in each case which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyProperty on a monthly basis;
(h) any change in the senior management (which, for the purposes hereof shall mean the President, Chief Executive Officer, Chief Operating Officer, or the Chief Financial Officer) of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;, in each case, which would reasonably be expected to have a Material Adverse Effect; and
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately promptly ------------------------- upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower or the Guarantor and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantor with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the BorrowerBorrower or the Guarantor, or any litigation, investigation, or proceeding between the Borrower or the Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower or the Guarantor as a defendant or in which any Property of the Borrower or the Guarantor is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower and/or the Guarantor of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower and/or the Guarantor or adjacent to any Property of the Borrower and/or the Guarantor following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower and/or the Guarantor or from, affecting, or related to any Property of the Borrower and/or the Guarantor or adjacent to any Property of the Borrower and/or the Guarantor except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the BorrowerBorrower and/or the Guarantor;
(ih) any Reportable Event or imminently expected Reportable Event with respect event occurs giving Lender the right to any Plancure as set forth in Section 8.14 hereto; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;and
(ji) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Primeenergy Corp)
Notices of Certain Events. Deliver to the Agent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default by it under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $100,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsought which injunctive or similar relief, if granted, could reasonably be expected to have a Material Adverse Effect;
(d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) except as to the Borrower, any change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Propertyits ownership;
(h) any change in the its senior management of the Borrower;management; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect; and, at least ten Business Days prior to the consummation of any such sale, written notice of any proposed sale of Oil and Gas Properties of the Borrower, PrimeEnergy Management or any limited partnership included in the Borrowing Base, including in such written notice identification of the Oil and Gas Properties which are the subject of the proposed sale and a summary of the principal terms of the proposed sale.
Appears in 1 contract
Samples: Credit Agreement (Primeenergy Corp)
Notices of Certain Events. Deliver to the Agent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default by it under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $100,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsought which injunctive or similar relief, if granted, could reasonably be expected to have a Material Adverse Effect;
(d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) except as to the Parent, any change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;its ownership; and
(h) any change in the senior management of the Borrower;
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Notices of Certain Events. Deliver to the AgentLender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:
(a) any Default or Event of Default;
(b) any default or event of default under any contractual obligation of the Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $100,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;
(d) the receipt by the Borrower of any Environmental Complaint;
(e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law;
(f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect;
(g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;
(h) any change in the senior management of the Borrower;; and
(i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto;
(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.
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