Notices of Material Events. The Borrower shall give to the Administrative Agent prompt written notice after becoming aware of any of the following: (a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail; (b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000; (d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default; (e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent; (f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth, in reasonable detail, the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 7 contracts
Samples: Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc)
Notices of Material Events. The Borrower shall give Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened commencement against any Loan Party that could reasonably be expected to have a Material Adverse Effect;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral;
(d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in writing) the amount of all material legal $15,000,000 or arbitral proceedings more, whether or not covered by insurance policies maintained by insurance;
(e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or for the Borrower, the Borrower’s Member with respect to any leased location or the Borrower’s Manager public warehouse where Collateral is located having a value in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds excess of $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development 500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such legal leased locations or other proceedings, affecting any of the Borrower Parties or any Projectpublic warehouses;
(cf) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate xxxx-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty;
(g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties Borrowers and their Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,00020,000,000; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower Representative setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 7 contracts
Samples: Credit Agreement (Levi Strauss & Co), Credit Agreement (Levi Strauss & Co), Credit Agreement (Levi Strauss & Co)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence known to the Borrower of any Default or Event of Default which has occurred and is continuing (subject to any cure or notice periods set forth in Section 8.1 for any Event of Default, including a description of the same in reasonable detail);
(b) the filing or commencement (of, or threatened commencement in writing) of all any material legal development in, any action, suit or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingsthe Borrower, affecting the Borrower or any of the Borrower Parties or any Projectits Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone event or together any other development by which the Borrower or any of its Subsidiaries (i) receives notice or becomes aware that it fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other ERISA Events approval required under any Environmental Law, (ii) receives notice or becomes aware that have occurredit is subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly and in any event within 15 days after (i) the Borrower Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to believe know that any default ERISA Event has occurred occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower Borrower, such Subsidiary or tenant under such ERISA Affiliate from the PBGC or any Major Lease other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the Borrower has received commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written notice of default description thereof from the tenant under any Major Lease, a notice chief financial officer of such defaultthe Borrower;
(e) copies the occurrence of any material notices default or documents pertaining to or related event of default known to the ProjectsBorrower, or the receipt by the Borrower or the Borrower’s Member received from any Governmental Authority; andof its Subsidiaries of any written notice of an alleged default or event of default, which has occurred and is continuing, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment Material Indebtedness of the lease by the tenant, Borrower or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentSubsidiaries;
(f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any Taking threatened in writing; termination, expiration or the occurrence loss of any Casualty Event resulting in damage or loss in excess of $500,000Material Agreement; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of The Borrower will furnish to the Borrower setting forth, in reasonable detail, Administrative Agent and each Lender the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.following:
Appears in 6 contracts
Samples: Credit Agreement (Tengasco Inc), Credit Agreement (Tengasco Inc), Credit Agreement (Tengasco Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt (for distribution to each Lender), written notice after becoming aware of any of the followingfollowing promptly after obtaining knowledge thereof:
(a) the occurrence of any Default or Event of Default, including a description which notice shall specify the nature thereof, the period of existence thereof and what action the same in reasonable detailapplicable Loan Parties propose to take with respect thereto;
(b) within five (5) Business Days after an authorized officer of any Loan Party or any of its Subsidiaries obtains knowledge thereof, notice from an authorized officer of the Borrower of (i) the commencement of, or any material development in, any litigation, action, proceeding or labor controversy or proceeding affecting any Loan Party or any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or threatened commencement (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in writing) Schedule 3.06, and, in each case together with a statement of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for an authorized officer of the Borrower, which notice shall specify the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material)nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Projectdocumentation related thereto;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, which could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material breach or default or notice of termination by any party under, or material amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower knows setting forth details of such material breach or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from termination and the tenant under any Major Leaseactions taken or to be taken with respect thereto and, if applicable, a notice copy of such defaultamendment;
(e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default Loan Party by the landlord under independent public accountants referred to in Section 5.01 in connection with each audit made by such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentaccountants;
(f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Taking threatened in writing; Loan Party, or the occurrence appointment of any Casualty Event resulting trustee in damage connection with or loss anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence;
(g) promptly upon the receipt thereof, any written notice received by the Borrower or any Subsidiary that the FDA or other comparable Governmental Authority (including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the Borrower or any Subsidiary, (ii) changing the market classification or labeling of the products of the Borrower or any Subsidiary under any such Registration, (iii) considering any of the foregoing, or (iv) considering or implementing any other such regulatory action either directly or indirectly involving the Borrower or any Subsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case of the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $500,0005,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(h) promptly upon the receipt thereof, (i) any FDA Section 305 notice of hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Borrower or any Subsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect;
(i) concurrently with the delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in connection therewith; and
(gj) any other development that results in, or could is reasonably be expected likely, individually or in the aggregate, to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 5.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 6 contracts
Samples: Credit Agreement (Tempus AI, Inc.), Credit Agreement (Tempus AI, Inc.), Credit Agreement (Tempus AI, Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) (i) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary or any of their respective assets, franchises or licenses (including their Licenses) which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or (ii) the loss of any material License to the extent that a Responsible Officer of a material nature, and any material development in respect Loan Party has knowledge of the loss of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectLicense;
(c) the occurrence of any event or any other development by which the Borrower or any Subsidiary (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default10,000,000;
(e) copies the occurrence of any material notices default or documents pertaining to event of default, or related to the Projects, receipt by the Borrower or the Borrower’s Member received from any Governmental Authority; andSubsidiary of any written notice of an alleged default or event of default, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment Material Indebtedness of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease Borrower or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentSubsidiary;
(f) notice upon (and in any event within five (5) Business Days of) the Borrower’s obtaining knowledge of the institution of, or a written threat of, any Taking threatened action, suit, governmental investigation or arbitration proceeding against the Borrower or any Subsidiary, which action, suit, governmental investigation or arbitration proceeding, if adversely determined, could expose, in writing; the Borrower’s reasonable judgment, the Borrower or the occurrence of any Casualty Event resulting Subsidiary to liability in damage or loss an aggregate amount in excess of $500,00010,000,000; and
(g) any other development in the business or affairs of the Borrower or a Subsidiary that results in, or could reasonably be expected to result in, a Material Adverse Effect. .
(h) Each notice delivered under this Section 8.02 5.2 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 6 contracts
Samples: Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt written notice after becoming aware of any of the followingfollowing promptly after a Responsible Officer has knowledge thereof:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingsthe Borrower, affecting any of the Borrower Parties or any ProjectSubsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default1,000,000;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage default or loss in excess event of $500,000default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 5.2 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 6 contracts
Samples: Revolving Credit Agreement (NGP Capital Resources Co), Revolving Credit Agreement (NGP Capital Resources Co), Revolving Credit Agreement (NGP Capital Resources Co)
Notices of Material Events. The Borrower shall give Company will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of (and in any event within five (5) Business Days) of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material any legal or arbitral proceedings, and of all proceedings before any Governmental Authority filed against any Borrower or any Subsidiary, except proceedings that, if adversely determined, could not reasonably be expected to result in liability in excess of the Threshold Amount (whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate) or which could otherwise reasonably be expected to cause a Material Adverse Effect, exceeds in each case unless fully covered by insurance and having a deductible of no greater than $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project150,000;
(c) the occurrence of any Casualty Event to Oil and Gas Properties subject to any Mortgage or the commencement of any action or proceeding for the taking of any Oil and Gas Properties subject to any Mortgage with a value exceeding the Threshold Amount under power of eminent domain or by condemnation, nationalization or similar proceeding;
(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such defaultThreshold Amount;
(e) copies promptly upon, and in any event no later than three days after (or such longer period as the Administrative Agent may agree in its sole discretion), the receipt thereof, or the acquisition of knowledge thereof, by any Credit Party, a copy of any material notices form of request, claim, complaint, order, notice, summons or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member citation received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease Authority or any other event Person, concerning (i) violations or condition whichalleged violations of Environmental Laws, as reasonably determined by the Borrower, would impact the obligation which seek to impose liability therefore in excess of the tenant thereunder Threshold Amount or which could otherwise reasonably be expected to pay rent cause a Material Adverse Effect, (ii) any action or perform omission on the part of any of its other material the Credit Parties or any of their former Subsidiaries in connection with Hazardous Materials which could reasonably result in the imposition of liability in excess of the Threshold Amount or that could otherwise reasonably be expected to cause a Material Adverse Effect or requiring that action be taken to respond to or clean up a release of Hazardous Materials and such action or clean-up could reasonably be expected to cause a Material Adverse Effect, including without limitation any information request related to, or notice of, potential responsibility under CERCLA, or (iii) the filing of a Lien in connection with obligations for arising under Environmental Laws upon, against or in connection with the entire term thereof as previously disclosed to the Administrative AgentCredit Parties, any of their respective Subsidiaries, or any of their respective former Subsidiaries, or any of their leased or owned Property, wherever located;
(f) notice a copy of any Taking threatened notice, summons, citation, or proceeding received by any Credit Party or Subsidiary thereof seeking to modify in writing; any material respect, revoke, or the occurrence of suspend any Casualty Event resulting in damage material contract, license, permit or loss in excess of $500,000; andagreement with any Governmental Authority;
(g) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification;
(h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and
(i) if any Credit Party ceases to be a Qualified ECP Obligor. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower Company setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 5 contracts
Samples: Credit Agreement (Unit Corp), Credit Agreement (Unit Corp), Credit Agreement (Unit Corp)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement written assertion of which a Responsible Officer of the Borrower has knowledge by the holder of any Indebtedness of any Credit Party in excess of $25,000,000 principal amount then outstanding that any event of default exists with respect thereto or that any Credit Party is not in compliance therewith;
(c) receipt of any written notice of which a Responsible Officer of the Borrower has knowledge of any governmental investigation or any litigation commenced or threatened against any Credit Party that (i) seeks damages which could reasonably be expected to exceed $25,000,000; (ii) seeks injunctive relief that, if granted, could reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, which assertion could reasonably be expected to result in damages, costs or liabilities of any Credit Party or Subsidiary in excess of $25,000,000; (iv) alleges criminal misconduct by any Credit Party or Subsidiary that, if resulting in a conviction, could reasonably be expected to have a Material Adverse Effect; (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, which resolution or remedy asserts or could reasonably be expected to result in damages, costs or liabilities of any Credit Party or Subsidiary in excess of $25,000,000; or (vi) involves any product recall to the extent such product recall could reasonably be expected to have a Material Adverse Effect;
(d) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in writingexcess of $25,000,000;
(e) any loss, damage, or destruction to the Collateral in the amount of all material legal $25,000,000 or arbitral proceedings more, whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith insurance;
(it being understood that f) after any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any Responsible Officer of the Borrower Parties becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the Borrower or any Projectof its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect;
(cg) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,00025,000,000; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 10.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 5 contracts
Samples: Credit Agreement (CF Industries Holdings, Inc.), Bridge Loan Agreement (CF Industries Holdings, Inc.), Credit Agreement (CF Industries Holdings, Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt written notice after becoming aware of the occurrence of any of the followingfollowing after any Responsible Officer of the Borrower obtains knowledge thereof:
(a) the occurrence of any A Default or Event of Default, including a description of specifying the same in reasonable detailnature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;
(b) the The filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any Loan Party or any Subsidiary of the Borrower Parties or any Projectthat, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;
(c) the The occurrence of any an ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in a liability to BCF Holdings, any of the Borrower Parties its Subsidiaries or any of their respective ERISA Affiliates in an aggregate amount exceeding excess of $250,00025,000,000 or would reasonably be expected to result in a Material Adverse Effect;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received Any development that results in a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a Any change in control of the tenant, any Loan Party’s chief executive officer or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentchief financial officer;
(f) notice of Any material change in any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; andLoan Party’s financial reporting practices;
(g) Any strikes, lockouts or slowdowns against any other development that results in, or could Loan Party which would reasonably be expected to result in, in a Material Adverse Effect;
(h) The filing of any Lien for unpaid Taxes against any Loan Party in excess of $5,000,000;
(i) The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and
(j) Any casualty or other insured damage to any portion of the Term Priority Collateral in excess of $5,000,000, or the commencement of any action or proceeding for the taking of any interest in a portion of the Term Priority Collateral in excess of $5,000,000 or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 5 contracts
Samples: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of against the Borrower Parties or any ProjectSubsidiary which could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, since the Closing Date, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;the Designated Threshold; and
(de) promptly after the Borrower knows or has reason to believe occurrence of any default has occurred or event of default, or the receipt by the Borrower or tenant under any Major Lease or the Borrower has received a of its Subsidiaries of any written notice of an alleged default from the tenant under any Major Leaseor event of default, a notice of such default;
(e) copies in respect of any material notices or documents pertaining to or related to the Projects, Material Indebtedness of the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectSubsidiaries. Each notice delivered under this Section 8.02 5.2 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 5 contracts
Samples: Term Loan Agreement (Tc Pipelines Lp), Revolving Credit Agreement (Tc Pipelines Lp), Term Loan Agreement (Tc Pipelines Lp)
Notices of Material Events. The Borrower shall give Representative will furnish to the Administrative Agent for delivery to each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default or, to the knowledge of any Borrower, any Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of, or threatened commencement in writing) of all any material legal development in, any action, suit or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for before any arbitrator or Governmental Authority against or, to the knowledge of any Borrower, affecting any Borrower or any of their Subsidiaries which could reasonably be expected to result in a Material Adverse Effect;
(c) to the knowledge of any Borrower, the Borrower’s Member occurrence of any event or the Borrower’s Manager any other development by which any Borrower or any of their Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in accordance herewith (it being understood that any monetary claims asserted in any proceeding each case which, either individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly and in any event within 15 days after the Borrower (i) any Borrower, any of their Subsidiaries or any ERISA Affiliate knows or has reason a reasonable basis to believe know that any default ERISA Event has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Leaseoccurred, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment certificate of the lease by the tenant, or a subletting of all or substantially all chief financial officer of the premises thereunderBorrowers describing such ERISA Event and the action, or the vacation of all or a material portion of the premises by the tenantif any, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth, in reasonable detail, the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by such Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto., and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by any Borrower, any of their Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of any Borrower, any of their Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrowers; and
(e) the occurrence of any event of default, or, to the knowledge of any Borrower, any default that is not cured within any applicable grace period, or the receipt by any Borrower or any of their Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrowers or any of their Subsidiaries. The Borrowers will furnish to the Administrative Agent for delivery to each Lender the following:
Appears in 4 contracts
Samples: Revolving Credit and Term Loan Agreement (Fox Factory Holding Corp), Revolving Credit and Term Loan Agreement (Fox Factory Holding Corp), Revolving Credit Agreement (Fox Factory Holding Corp)
Notices of Material Events. The Borrower shall give Borrowers will, and will cause each other Loan Party to furnish to the Administrative Agent Agent, the Issuing Banks, the Acceptance Lenders, the Collateral Agent, and each Lender prompt written (except as provided in clause (e) below) notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties or any ProjectLoan Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event or Termination Event that, alone or together with any other ERISA Events or Termination Events, as applicable, that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) telephonic notice of any change of the chief executive officer or chief financial officer of the Lead Borrower;
(f) any pending or threatened (in writing) strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Loan Party which could reasonably be expected to have, or has resulted in, a Material Adverse Effect;
(g) the filing of any Lien for unpaid taxes in excess of $5,000,000 against any Loan Party;
(h) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding;
(i) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and
(j) any material adverse change in the business, operations, or financial affairs of the Loan Parties taken as a whole. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Lead Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 4 contracts
Samples: Credit Agreement (Caleres Inc), Credit Agreement (Brown Shoe Co Inc), Credit Agreement (Brown Shoe Co Inc)
Notices of Material Events. (a) The Borrower shall give will furnish to the Administrative Agent and each Lender prompt (and, in any event, not later than three (3) Business Days after a Responsible Officer becomes aware thereof, other than in the case of clause (iv) below) written notice after becoming aware of any of the following:
(ai) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(bii) the filing or commencement (of, or threatened commencement in writing) of all any material legal development in, any action, suit or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for before any arbitrator or Governmental Authority against or, to the Knowledge of the Borrower, affecting the Borrower’s Member or , any of its Subsidiaries or, to the Knowledge of the Borrower’s Manager , any Associated Practice that could reasonably be expected to result in accordance herewith a Material Adverse Effect (it being understood including, without limitation, any of the foregoing that (x) seeks injunctive or similar relief or (y) alleges potential or actual violations of any monetary claims asserted Healthcare Law by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice and, in either case);
(iii) the occurrence of any proceeding event or any other development by which the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(div) promptly and in any event within 15 days after the Borrower Borrower, any of its Subsidiaries, any Associated Practice or any ERISA Affiliate (A) knows or has reason to believe know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (B) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(v) any breach or non-performance of, or any default under, any Associated Practice Document by any Loan Party or, any of its respective Subsidiaries or to Borrower’s Knowledge, any Associated Practices, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Loan Party, such Subsidiary or such Associated Practice has occurred taken, is taking or proposes to take in respect thereof;
(vi) the occurrence of any default or event of default, or the receipt by the Borrower or tenant under any Major Lease or the Borrower has received a of its Subsidiaries of any written notice of an alleged default from the tenant under any Major Lease, a notice or event of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment Material Indebtedness of the lease by Borrower or any of its Subsidiaries;
(vii) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the tenantaggregate, could reasonably be expected to result in a reduction in revenue or a subletting of all or substantially all Consolidated EBITDA of the premises thereunder, Loan Parties of 10% or more on a consolidated basis from the vacation of all or a material portion of prior Fiscal Year;
(viii) any change in the premises by information provided in the tenant, or Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in control parts (c) and (d) of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined such certification;
(A) receipt by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed Subsidiaries or, to the Administrative Agent;
(f) notice Knowledge of the Borrower, any Associated Practice of any Taking threatened notification, through letter or otherwise, of a potential investigation relating to submission of claims to Third Party Payor Programs by the Borrower, any of its Subsidiaries or any Associated Practice (other than any additional data requests and audits, inspections and investigations, that, in writingeach case, are in the ordinary course of business and would not reasonably be expected to have a Material Adverse Effect); (B) the voluntary disclosure by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice to the Office of the Inspector General of the United States Department of Health and Human Services, a Medicare fiscal intermediary, any Governmental Authority or any state’s Medicaid program of a potential material overpayment matter involving the submission of claims to such payor; or (C) receipt by the occurrence Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice of any Casualty Event resulting in damage notice from a Governmental Authority that the Borrower, any of its Subsidiaries or loss in excess of $500,000any Associated Practice is subject to a civil or criminal investigation, inquiry or audit involving and/or related to its compliance with Healthcare Laws which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; and
(gx) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice from any Governmental Authority of the imposition of any forfeiture or the designation of a hearing that could result in the expiration, termination, revocation, impairment or suspension of any Healthcare Permit that would reasonably be expected to have a Material Adverse Effect;
(xi) any material defaults or termination received from any Material Associated Practice, or given by any Loan Party to any Associated Practice, under any Associated Practice Document; and
(xii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.
(b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and
(ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any Real Estate. Each notice or other document delivered under this Section 8.02 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.
Appears in 4 contracts
Samples: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for before any arbitrator or Governmental Authority against or affecting the BorrowerBorrower or any of the Nationwide Core Entities that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the Borrower’s Member assertion of a claim of any Environmental Liability by any Person against, or with respect to any activities of the Borrower’s Manager in accordance herewith Borrower or any Nationwide Core Entity, and any alleged violation of or non-compliance by or on behalf of the Borrower or any Nationwide Core Entity with any Environmental Laws or any permits, licenses or authorizations, other than any claim of Environmental Liability or alleged violation that, if adversely determined, would not (it being understood that any monetary claims asserted in any proceeding which, either individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of ) have a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectMaterial Adverse Effect;
(cd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and the Nationwide Core Entities in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default1,000,000;
(e) copies the occurrence of any material notices Event of Loss aggregating $5,000,000 or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentmore;
(f) notice the purchase or Disposition of any Taking threatened Healthcare Properties aggregating $10,000,000 or more, together with (i) a description of such transaction(s) in writing; or reasonable detail and (ii) if requested by the occurrence Administrative Agent, copies of any Casualty Event resulting all materials presented to the Borrower’s board of directors in damage or loss in excess connection with the approval of $500,000such transaction(s); and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 4 contracts
Samples: Term Loan Agreement (Nationwide Health Properties Inc), Credit Agreement (Nationwide Health Properties Inc), Credit Agreement (Nationwide Health Properties Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt Agent, which shall furnish to each Issuing Bank and each Lender, promptly upon any Financial Officer of the Borrower becoming aware, written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal Financial Officer or other proceedings, affecting any another executive officer of the Borrower Parties or any ProjectSubsidiary, affecting the Borrower or any Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent, that in each case would reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of this Agreement or any other Loan Document;
(c) the occurrence of any ERISA Event or any fact or circumstance that gives rise to the Borrower’s reasonable expectation that any ERISA Event will occur that, in either case, alone or together with any other ERISA Events that have occurred, could occurred or are reasonably be expected to result in a liability of the Borrower Parties and the Subsidiaries in an aggregate amount exceeding $250,00010,000,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by date that the Borrower or tenant any Subsidiary (i) commences or terminates negotiations with any collective bargaining agent for the purpose of materially changing any collective bargaining agreement, (ii) reaches an agreement with any collective bargaining agent prior to ratification for the purpose of materially changing any collective bargaining agreement, (iii) ratifies any agreement reached with a collective bargaining agent for the purpose of materially changing any collective bargaining agreement or (iv) becomes subject to a “cooling off period” under any Major Lease the auspices of the National Mediation Board, the commencement or termination of such negotiations or the Borrower has received a written receipt of such agreement or notice of default from the tenant under any Major Lease, a notice “cooling off period” (including a copy of such default;agreement or notice), as applicable; and
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
development (f) including notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(gEnvironmental Liability) any other development that results inhas resulted, or could would reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a written statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 4 contracts
Samples: Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/)
Notices of Material Events. (a) The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the followingfollowing after a Responsible Officer of the Borrower has knowledge:
(ai) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(bii) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower’s Member Borrower or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(iii) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, exceeds $3,000,000 shall could reasonably be deemed material), and of all proceedings by or before any Governmental Authority of expected to result in a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectMaterial Adverse Effect;
(civ) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,0002,500,000;
(dv) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage material default or loss in excess event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries;
(vi) promptly after any Loan Party’s receipt thereof, notice of any final decision of a contracting officer disallowing costs aggregating more than $500,0001,000,000, which disallowed costs arise out of any audit of Government Contracts of any Loan Party; and
(gvii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. .
(b) Each notice delivered under this Section 8.02 5.2 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Stanley, Inc.), Revolving Credit and Term Loan Agreement (Stanley, Inc.), Revolving Credit and Term Loan Agreement (Stanley, Inc.)
Notices of Material Events. The Borrower shall give Parent or the Borrower, as applicable, will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material any legal or arbitral proceedings, and of all proceedings whether before any Governmental Authority filed against the Parent, the Borrower or any Restricted Subsidiary, except proceedings that, if adversely determined, could not reasonably be expected to result in liability not fully covered by insurance policies maintained by or for the Borrowerinsurance, the Borrower’s Member or the Borrower’s Manager subject to normal deductibles, in accordance herewith excess of $10,000,000 (it being understood that any monetary claims asserted in any proceeding which, whether individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) in the event the amount of contested taxes or claims not previously disclosed in the financial statements delivered under Section 5.01(a) and Section 5.01(b) above exceeds $10,000,000 in the aggregate at any one time, prompt written notice from an Authorized Officer describing such circumstances, in detail satisfactory to the Administrative Agent;
(d) prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event to Oil and Gas Properties subject to any Mortgage or the commencement of any action or proceeding for the taking of any Oil and Gas Properties subject to any Mortgage with a value exceeding $10,000,000 under power of eminent domain or by condemnation, nationalization or similar proceeding;
(e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Parent, the Borrower Parties and the Restricted Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,00010,000,000; and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower Parent (or the Borrower, if applicable) setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Samples: Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp)
Notices of Material Events. The Borrower shall give Borrowers will furnish to the Administrative Agent (for delivery to each Lender) prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detailDefault (which notice shall be delivered no later than five Business Days after any Borrower has any knowledge thereof);
(b) the commencement (receipt of any notice of any governmental investigation or any governmental or other litigation or proceeding commenced or threatened commencement against any Borrower that (i) could reasonably be expected to have a Material Adverse Effect, (ii) contests any tax, fee, assessment, or other governmental charge in writingexcess of $5,000,000, or (iii) involves any product recall;
(c) any Lien (other than Permitted Liens) or claim made or asserted against Collateral having a value in excess of all material legal $5,000,000;
(d) any loss, damage, or arbitral proceedings destruction to the Collateral having a book value of $5,000,000 or more, whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Projectinsurance;
(ce) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof);
(f) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties Borrowers in an aggregate amount exceeding $250,0005,000,000;
(dg) promptly after the receipt of any notice by a holder of any Equity Interests of any Borrower knows or has reason to believe holder of any Material Indebtedness that any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, exists with respect to Major Leases only, thereto or that any notices received asserting a material default by Borrower is not in compliance with the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000terms thereof; and
(gh) any other development development, including as a result of any work stoppage, strike or other labor dispute, that results in, or could reasonably be expected to result in, a Material Adverse Effect. The Administrative Agent shall deliver to the Lenders all documents that are received by it pursuant to this Section as provided in Section 9.01(b) or by posting such documents to Intralinks or an equivalent means of electronic delivery to which the Lenders have access. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower Representative setting forth, forth in reasonable detail, detail the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Samples: Credit Agreement (Kaiser Aluminum Corp), Credit Agreement (Kaiser Aluminum Corp), Credit Agreement (Kaiser Aluminum Corp)
Notices of Material Events. The Borrower shall give Borrowers will furnish to the Administrative Agent and each Lender prompt (and in any event within two (2) Business Days) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Loan Party or any ProjectAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) any material change in accounting or financial reporting practices by any Borrower or any Subsidiary, including without limitation the manner in which equipment is depreciated;
(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Loan Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default2,500,000;
(e) copies of any material notices Lien (other than Permitted Encumbrances) or documents pertaining to claim made or related to the Projects, the Borrower or the Borrower’s Member received from asserted against any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentCollateral;
(f) notice any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance;
(g) within two (2) Business Days of receipt thereof, any Taking threatened in writing; and all default notices received under or the occurrence of with respect to any Casualty Event resulting in damage leased location or loss public warehouse where Collateral having an aggregate value in excess of $500,000; and2,500,000 is located;
(gh) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment;
(i) any amendment, supplement or other modification of any Second Lien Documents, any ABL Loan Documents or any floor plan financing, together with a fully executed copy of such amendment, supplement or modification;
(j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and
(k) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section 8.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Sixth Amended and Restated Floor Plan First Lien Credit Agreement dated April 1, 2021” and (iii) shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower Representative setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 3 contracts
Samples: Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.), Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.), Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt and each Lender written notice after becoming aware of any of the following:
(a) prompt notice after any Financial Officer of the Borrower obtains actual knowledge of the filing or commencement of any material action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries;
(b) prompt notice of the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) promptly upon the occurrence of any ERISA Event that, alone event or together with any other ERISA Events circumstance that have occurred, has or could reasonably be expected to result in liability have a material adverse effect on the value of the Borrower Parties in an aggregate amount exceeding $250,000Collateral;
(d) promptly after prompt notice of the Borrower knows occurrence of any “default,” “event of default,” “termination event,” “cancellation,” “revocation,” “failure to renew,” “suspension,” “withdrawal,” “modification” or has reason to believe any default has occurred by the Borrower or tenant similar event under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such defaultExport Contract;
(e) copies prompt notice of the occurrence of any material notices “default,” “event of default,” “termination event,” “cancellation,” “revocation,” “failure to renew,” “suspension,” “withdrawal,” “modification” or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from similar event under any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentMolca-Molino Americano Agreement;
(f) prompt notice of any Taking threatened in writing; other notices given to or received by the occurrence Borrower pursuant to the Financing Documents, the Export Contracts, the Molca-Molino Americano Agreements or under any Permit, including notice of any Casualty Event resulting in damage breach or loss in excess violation of $500,000any provision thereof by any party thereto that is material to the operations of the Borrower and/or Molino Americano; and
(g) promptly upon the occurrence of any other development that results inevent or circumstance that, after due inquiry, has or could reasonably be expected to result in, have a Material Adverse Effect. Each notice delivered under pursuant to this Section 8.02 5.2 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken by the Borrower with respect thereto.
Appears in 3 contracts
Samples: Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.), Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.), Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent for distribution to each Lender prompt (but in no event later than ten (10) days after an officer of a Credit Party obtains knowledge thereof) written notice after becoming aware of any of the following:
(a) the occurrence commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any Credit Party or any of their respective properties, assets or businesses, which could reasonably be expected to have a Material Adverse Effect;
(b) any notice of any violation received by any Credit Party from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws or ERISA which, in any such case, could reasonably be expected to have a Material Adverse Effect;
(c) any labor controversy that has resulted in a strike or other work action against any Credit Party that could reasonably be expected to have a Material Adverse Effect;
(d) any dispositions of any Collateral or other assets or property of any Credit Party (other than (i) dispositions in the ordinary course of its business, (ii) sales of assets between Credit Parties and (iii) sales or dispositions of obsolete or worn-out equipment) within ten (10) days of the disposition thereof;
(e) any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice any event which makes any of the representations set forth in Article III inaccurate in any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; andrespect;
(g) any other development that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(h) promptly upon receipt thereof, copies of all reports, if any, submitted to any Credit Party or its respective board of directors (or analogous governing body) by its respective independent public accountants in connection with their auditing function, including, without limitation, accountant letters, management reports and management responses thereto. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Inergy L P), Credit Agreement (Inergy L P)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period that may be specified below) written notice after becoming aware of any of the following:
(a) to the knowledge of the Borrower, the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened commencement in writingagainst any Loan Party or any Subsidiary that (i)(x) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregatecase of any threatened litigation or proceeding, exceeds seeks damages in excess of $3,000,000 shall be deemed material)500,000 or (y) otherwise, and seeks damages in excess of all proceedings $250,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or before any Governmental Authority Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of a material natureLaw, and or seeks to impose Environmental Liability, (vi) asserts liability on the part of any material development Loan Party or any Subsidiary in excess of $250,000 in respect of such legal any tax, fee, assessment, or other proceedingsgovernmental charge, affecting or (vii) involves any of the Borrower Parties or any Projectproduct recall;
(c) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary;
(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Loan Parties and their Subsidiaries in an aggregate amount exceeding $250,000;
(de) promptly within two (2) Business Days after the Borrower knows occurrence thereof, any Loan Party entering into a Swap Agreement or has reason an amendment to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major LeaseSwap Agreement, a notice of such default;
(e) together with copies of any material notices all agreements evidencing such Swap Agreement or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentamendment;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect; and
(g) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Globalscape Inc), Credit Agreement (Globalscape Inc)
Notices of Material Events. The Borrower shall give will furnish the following to the Administrative Agent prompt written notice after becoming aware of any of the followingand each Lender:
(a) prompt written notice of the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature thereof and any action taken or proposed to be taken with respect thereto;
(b) the commencement (or threatened commencement in writing) promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material legal which the Borrower or arbitral proceedings whether any of its Subsidiaries may be required to file with or not covered by insurance policies maintained by deliver to any securities exchange or for the BorrowerSEC, or any other Governmental Authority succeeding to the functions thereof, and (ii) upon the written request of the Administrative Agent, reports that the Borrower or any of its Subsidiaries sends to or files with the Federal Energy Regulatory Commission, the Borrower’s Member WPS, the MPUC or any Governmental Authority succeeding to the functions thereof, or any similar state or local Governmental Authority;
(c) prompt written notice of (i) any material citation, summons, subpoena, order, notice, claim or proceeding received by, or brought against, the Borrower or any of its Subsidiaries, with respect to (x) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before the WPS or the Borrower’s Manager MPUC), or (y) any real property under any Environmental Law, and (ii) any lapse or other termination of, or refusal to renew or extend, any material franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Governmental Authority (other than in accordance herewith (it being understood the ordinary course of business), provided that any monetary claims asserted of the foregoing set forth in any proceeding whichthis paragraph would, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;have a Material Adverse Effect; and
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a prompt written notice of default from the tenant under any Major Lease, change by any Rating Agency in a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectSenior Debt Rating. Each notice delivered under this Section 8.02 6.2(a) or (c) shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed in Section 10.1(b); or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 2 contracts
Samples: Term Loan Agreement (Allete Inc), Term Loan Agreement (Allete Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt and each Lender written notice after becoming aware of any of the followingfollowing within five (5) Business Days after any Responsible Officer obtains actual knowledge thereof:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties or any ProjectLoan Party that would reasonably be expected to result in a Material Adverse Effect;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;
(d) (i) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a Material Adverse Effect or (ii) the occurrence of any of the Borrower Parties following to the extent the same could reasonably be expected to result in an aggregate amount exceeding $250,000;
a Material Adverse Effect: (dA) promptly after the Borrower knows or has reason to believe any default has occurred issuance by the Borrower Pensions Regulator of a Financial Support Direction or tenant a Contribution Notice in relation to any Non-U.S. Pension Plan or a warning notice in respect thereof, (B) any amount is due to any Non-U.S. Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995 and/or (C) an amount becomes payable under any Major Lease Section 75 or 75A of the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such defaultUnited Kingdom Pensions Xxx 0000;
(e) copies of any material notices or documents pertaining to or related all amendments to the ProjectsABL Credit Agreement, the Borrower or the Borrower’s Member received from any Governmental Authoritytogether with a copy of each such amendment; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or
(f) any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Loan Agreement (Lifetime Brands, Inc), Loan Agreement (Lifetime Brands, Inc)
Notices of Material Events. The Borrower shall give will furnish or caused to be furnished to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature and extent thereof;
(b) the filing or commencement (of, or threatened commencement in writing) any threat or notice of all material legal intention of any Person to file or arbitral proceedings commence, any action, suit or proceeding, whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually at law or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings equity or by or before any Governmental Authority of a material natureAuthority, and against, or affecting, any material development in respect of such legal Loan Party or other proceedings, affecting any of the Borrower Parties or any Projectits Subsidiaries that would reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence if requested by Administrative Agent from time to time, copies of any annual report required to be filed in connection with each Pension Plan or Foreign Plan, and as soon as possible after, and in any event within 10 days after any Loan Party or any ERISA Affiliate knows or has reason to know that, any ERISA Event (or any similar event with respect to a Foreign Plan) has occurred that, alone or together with any other ERISA Events that have occurred, could Event (or any similar event with respect to a Foreign Plan) would reasonably be expected to result in liability of the Borrower Parties any Loan Party or any ERISA Affiliate in an aggregate amount exceeding $250,000the Threshold Amount;
(d) promptly as soon as possible and in no event later than five Business Days after the Borrower knows receipt by any Loan Party or has reason any of its Subsidiaries, of a copy of any notice, summons, citation or other written communication concerning any actual, alleged, suspected or threatened violation of any Environmental Law by, Environmental Claim against or Environmental Liability of, any Loan Party or any of its Subsidiaries, in each case, which would reasonably be expected to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received have a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any material notices Loan Party or documents pertaining to any of its Subsidiaries with the Securities and Exchange Commission, or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect Authority succeeding to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunderfunctions of said Commission, or the vacation of all or a material portion of the premises by the tenantwith any national securities exchange, or a change in control of the tenant, or an election distributed by the tenant any Loan Party to terminate the lease or any other event or condition whichits shareholders generally, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentcase may be;
(f) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.2;
(g) promptly after any Loan Party or any of its Subsidiaries (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934;
(h) promptly after any Person becomes, or ceases to be, a Subsidiary or a Guarantor, an updated list of Subsidiaries or Guarantors, as the case may be;
(i) within five Business Days following the consummation of any acquisition for which the value of the total consideration paid by the Borrower or any Subsidiary (whether in cash or otherwise) is greater than or equal to $1,000,000, (1) a notice of any Taking threatened in writing; or such acquisition, which notice shall set forth evidence of pro forma compliance with all the financial covenants under the Loan Documents, and (2) true and complete copies of each acquisition document together with all schedules thereto, each executed by all of the parties thereto;
(j) the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and
(k) any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer of the Borrower or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Harvard Bioscience Inc), Credit Agreement (Harvard Bioscience Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrowerof, the Borrower’s Member or the Borrower’s Manager threat in accordance herewith (it being understood that writing of, any monetary claims asserted in any proceeding whichaction, individually suit, proceeding, investigation or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings arbitration by or before any arbitrator or Governmental Authority of a material natureagainst or affecting the Borrower, and any other Loan Party not previously disclosed in writing to the Lenders or any material adverse development in respect of such legal any action, suit, proceeding, investigation or other proceedingsarbitration (whether or not previously disclosed to the Lenders) that, affecting any of in either case, if adversely determined, could reasonably be expected to result in liability to the Borrower and the other Loan Parties or any Projectin excess of $5,000,000, not fully covered by insurance, subject to normal deductibles;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the other Loan Parties in an aggregate amount exceeding $250,0005,000,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, in a Material Adverse EffectChange;
(e) the receipt by any Loan Party of any environmental site assessment reports, investigations, studies, analyses or other correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) related to any Loan Party’s Properties or operations thereon, which reports, investigation, studies, analyses or other correspondence, individually or in the aggregate, show environmental issues involving potential liabilities or costs of the Borrower and the other Loan Parties in an amount exceeding $5,000,000; and
(f) the receipt by any Loan Party of any cash proceeds from any incurrence or issuance of Material Indebtedness, any issuance or sale of Equity Interests to any Person other than a Loan Party, any Asset Sale made pursuant to Section 9.11(e) or from any Recovery Event; provided that such notices of receipt of cash proceeds from any Asset Sale or any Recovery Event shall only be required during the existence and continuation of an Event of Default or otherwise promptly following any request therefor by the Administrative Agent. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (PennTex Midstream Partners, LP), Credit Agreement
Notices of Material Events. The (a) Lufkin shall promptly notify the Administrative Agent of the completion of the Acquisition.
(b) Within five (5) Business Days after any executive officer of either Borrower shall give has knowledge thereof, such Borrower will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(ai) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(bii) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for before any arbitrator or Governmental Authority against or affecting either of the BorrowerBorrowers, any other Loan Party, or any Affiliate of either of the Borrower’s Member Borrowers or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding whichother Loan Party that, individually or in the aggregate, exceeds $3,000,000 shall if adversely determined, could reasonably be deemed material), and of all proceedings by or before any Governmental Authority of expected to result in a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectMaterial Adverse Effect;
(ciii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a liability of the Borrower Parties Lufkin or any of its consolidated Subsidiaries in an aggregate amount exceeding $250,000;3,000,000, accompanied by a certificate of a Financial Officer setting forth the details as to such occurrence and the action, if any, which Lufkin is required or proposes to take with respect thereto; or
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(giv) any other development that has resulted in, or that results in, or could reasonably be expected to result in, a Material Adverse Effect.
(c) Lufkin shall deliver to the Administrative Agent, as soon as possible and in any event within ten (10) days after the occurrence of any of the following, a certificate of the chief financial officer of Lufkin or such Subsidiary, as applicable, setting forth the details of such occurrence and the action, if any, Lufkin or such Subsidiary, as applicable, is required or proposes to take:
(i) the establishment or adoption of any Canadian Pension Plan or Canadian Benefit Plan by Lufkin or any of its Subsidiaries on or after the Effective Date;
(ii) the failure to pay when due any or all amounts that are required to be paid under the terms of any Canadian Pension Plan; or
(iii) the institution of any proceeding or notice of any proposal to make an order in respect of any Canadian Pension Plan by any Governmental Authority. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower Lufkin setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Lufkin Industries Inc), Credit Agreement (Lufkin Industries Inc)
Notices of Material Events. The Borrower shall give Borrowers will furnish to the to the Ad Hoc Committee Advisors and the Administrative Agent prompt (for distribution to the Lenders) written notice after promptly upon any Financial Officer, or other officer or employee responsible for compliance with the Loan Documents, of the Borrowers becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material natureagainst (other than in connection with the Cases) or affecting the Parent Borrower or any Restricted Subsidiary, and or any material adverse development in respect any such pending action, suit or proceeding not previously disclosed in writing by the Borrowers to the Administrative Agent and the Lenders, that in each case would reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectLoan Document;
(c) the occurrence of any an ERISA Event thatthat has resulted, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result result, in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after (i) as soon as practicable in advance of filing (and to the Borrower knows extent practicable not later than three (3) days prior to the filing thereof) with the Court or has reason delivering (and to believe any default has occurred by the Borrower extent practicable not later than three (3) days prior to the delivery thereof) to the Committee appointed in a Case, if any, or tenant under any Major Lease or to the Borrower has received a written notice of default from U.S. Trustee, as the tenant under any Major Leasecase may be, a notice of such default;
(e) copies of any the Order, all other material notices or documents pertaining to or proposed orders and pleadings related to (x) the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially Cases (all of which must be in form and substance reasonably satisfactory to the premises thereunderRequired Lenders), or (y) the vacation Pre-Petition Credit Agreement and this Agreement and the credit facilities contemplated thereby and/or any sale contemplated in accordance with the Required Milestones and any Plan of Reorganization and/or any disclosure statement related thereto (all or a material portion of the premises by the tenant, or a change which must be in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as form and substance reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed satisfactory to the Administrative Agent;), and (ii) substantially simultaneously with the filing with the Court or delivering to the Committee appointed in any Case, if any, or to the U.S. Trustee, as the case may be, monthly operating reports and all other notices, filings, motions, pleadings or other information concerning the financial condition of the Loan Parties or their Subsidiaries or the Cases that may be filed with the Court or delivered to the Committee appointed in any Case, if any, or to the U.S. Trustee; or
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(ge) any other development that results inhas resulted, or could would reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Parent Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Restructuring Support Agreement (Ascena Retail Group, Inc.), Restructuring Support Agreement (Ascena Retail Group, Inc.)
Notices of Material Events. The Borrower shall give Parent will furnish to the Administrative Agent prompt (and in any event, no later than three (3) Business Days after a Responsible Officer becomes aware thereof) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of, or threatened commencement in writing) of all any material legal adverse development in, any action, suit or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingsParent, affecting Parent or any of the Borrower Parties or any Projectits Subsidiaries which, in each case, if adversely determined and such adverse determination is reasonably likely to occur, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone event or together any other development by which Parent or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other ERISA Events that have occurredapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, or (iii) receives written notice of any claim against it with respect to any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly and in any event within 15 days after the Borrower (i) Parent, any of its Subsidiaries or any ERISA Affiliate knows or has reason to believe know that any default ERISA Event has occurred by occurred, a certificate of the Borrower or tenant under chief financial officer of Parent describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any Major Lease notice filed with the PBGC or the Borrower has IRS pertaining to such ERISA Event and any notices received a written notice of default by Parent, such Subsidiary or such ERISA Affiliate from the tenant under PBGC or any Major Leaseother governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Parent, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Parent, any of its Subsidiaries or any ERISA Affiliate, a notice detailed written description thereof from the chief financial officer of such defaultParent;
(e) copies the occurrence of any material notices default or documents pertaining to or related to the Projectsevent of default, the Borrower or the Borrower’s Member received from receipt by Parent or any Governmental Authority; andof its Subsidiaries of any written notice of an alleged default or event of default, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, Material Indebtedness of Parent or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentSubsidiaries;
(f) any material amendment or modification to (i) any Material Agreement (together with a copy thereof), and prompt notice of any Taking threatened in writing; termination, expiration or the occurrence loss of any Casualty Event resulting Material Agreement that, individually or in damage the aggregate, could reasonably be expected to result in a reduction in revenue or loss Consolidated EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year or (ii) any Music Agreement that, individually or in excess the aggregate, could reasonably be expected to result in a reduction in revenue or Consolidated EBITDA of $500,000the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; and
(g) any other development that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice or other document delivered under clauses (a) through (g) of this Section 8.02 5.2 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto. Parent will promptly furnish to the Administrative Agent notice of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in part (c) or (d) of such certification. Parent will furnish to the Administrative Agent promptly and in any event at least 30 days prior thereto (or such shorter period as may be agreed to by the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization.
Appears in 2 contracts
Samples: Credit Agreement (Reservoir Media, Inc.), Credit Agreement (Reservoir Media, Inc.)
Notices of Material Events. The Holdings and the Borrower shall give will furnish to the Administrative each Agent and each Lender prompt (but, with respect to paragraph (d) below, in any event within three days thereof, and with respect to each other paragraph below, in any event within five days thereof) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, (to its knowledge) affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event Loan Party that, alone or together with any other ERISA Events that have occurredif adversely determined, could would reasonably be expected to result in liability a Material Adverse Effect;
(c) receipt of the Borrower Parties any notice from any Governmental Authority asserting that any Loan Party is not in an aggregate amount exceeding $250,000compliance with, or that there are any grounds to suspend, revoke or terminate, any Concession or any other material Governmental Approval, or of any suspension, revocation or termination thereof;
(d) promptly after the Borrower knows commencement of, or has reason to believe Holdings becoming aware of a material threat of, any default has occurred action by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; andAuthority that would reasonably be expected to result in the condemnation, with respect to Major Leases onlyseizure, any notices received asserting a material default by the landlord under such leasecompulsory acquisition, expropriation or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation nationalization of all or a material portion part of the premises by assets of the tenantLoan Parties or any Equity Interests of the Borrower or any Restricted Subsidiary;
(i) any involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking liquidation, reorganization, "concordato", "concordata", a bankruptcy judgment, application of Colombian Law 550 of 1999, as amended, or a change other relief in control respect of the tenantany Unrestricted Subsidiary, or an election by the tenant to terminate the lease its debts, (ii) any Unrestricted Subsidiary shall voluntarily commence any proceeding or file any other event or condition whichpetition seeking liquidation, reorganization, "concordato", "concordata", a bankruptcy judgment, a judicial creditors' agreement, application of Colombian Law 550 of 1999, as reasonably determined by the Borroweramended, would impact the obligation of the tenant thereunder or other relief or (iii) any Unrestricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay rent or perform any of its other material obligations for the entire term thereof debts as previously disclosed to the Administrative Agentthey become due;
(f) notice the declaration of a moratorium on the payment of external debt by any Governmental Authority or Central Bank in any Project Country or the Netherlands or any other action by any such Governmental Authority or Central Bank that restricts the ability of any Taking threatened in writing; Loan Party to make any payment when due under any Loan Document or to transfer Dollars to the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000United States; and
(g) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower Holdings setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Common Agreement (At&t Latin America Corp), Common Agreement (At&t Latin America Corp)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt written notice after becoming aware of any of the following:
(a) (i) the occurrence of any Default or Event of Default, including or (ii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a description default or event of default under any Material Contract to which the same in reasonable detailBorrower or any of its Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or any of their respective properties may be bound;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting the Borrower or any of the Borrower Parties or any Projectits Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,0005,000,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred notice of any material violation received by the Borrower or tenant under any Major Lease Subsidiary thereof from any Governmental Authority including, without limitation, the assertion of any environmental matters by any Person against, or with respect to the activities of, the Borrower has received or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than, in each case, any violation, environmental matters or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) copies of any material notices labor controversy that has resulted in, or documents pertaining threatens to result in, a strike or related to the Projects, other work action against the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term Subsidiaries thereof as previously disclosed which could reasonably be expected to the Administrative Agentresult in a Material Adverse Effect;
(f) notice contemporaneously with the delivery of any Taking threatened in writing; or the quarterly reports required herein, (and, upon the occurrence and during the continuation of an Event of Default, on a more frequent basis if requested by the Administrative Agent), a list of all Material Government Contracts which have (i) been completed or have lapsed or terminated and not renewed or (ii) been entered into (or which have become Material Government Contracts) in each case, since the most recent list provided by the Borrower and signed by a Financial Officer or other executive officer of the Borrower as of the last Business Day of such fiscal quarter, unless in any Casualty Event resulting such case such information has been filed, and notice thereof furnished to the Administrative Agent, as described in damage or loss in excess of $500,000Section 5.01(e); and
(g) any other development that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrowerof, the Borrower’s Member or the Borrower’s Manager threat in accordance herewith (it being understood that writing of, any monetary claims asserted in any proceeding whichaction, individually suit, proceeding, investigation or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings arbitration by or before any arbitrator or Governmental Authority of a material nature, and against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in respect of such legal any action, suit, proceeding, investigation or other proceedingsarbitration (whether or not previously disclosed to the Lenders) that, affecting any of the Borrower Parties or any Projectin either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could is reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,0001,000,000; and
(gd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, at their option, make available to the Lenders and the Issuing Bank the Communications by posting the Communications on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or any of the other Loan Parties, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Communications that are to be made available to Public Lenders that Borrower determines is not material non-public information shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Communications “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the other Agents, the Arrangers, the Issuing Bank and the Lenders to treat such Communications as not containing any material non-public information with respect to the Borrower, any of the Loan Parties, or any of their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Communications constitute Information, they shall be treated as set forth in Section 12.11); (y) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent, the other Agents and each of the Arrangers shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
Appears in 2 contracts
Samples: Credit Agreement (Lonestar Resources US Inc.), Credit Agreement (Lonestar Resources US Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting the Borrower or any of its Affiliates, other than disputes in the Borrower Parties ordinary course of business or, whether or not in the ordinary of business, disputes involving amounts exceeding $40,000,000 (excluding, however, any Projectactions relating to workers’ compensation claims or negligence claims relating to use of motor vehicles, if fully covered by insurance, subject to deductibles);
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and any of its ERISA Affiliates in an aggregate amount exceeding $250,00060,000,000;
(d) promptly after the Borrower knows assertion of any claim with respect to any Environmental Liability by any Person against, or has reason with respect to believe any default has occurred by the activities of, the Borrower or tenant under any Major Lease other Group Member and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any such claim, alleged violation or non-compliance that, alone or together with any other such matters that have occurred, could reasonably be expected to result in liability of the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such defaultGroup Members in an aggregate amount exceeding $25,000,000;
(e) copies within five days thereof (or such earlier time as set forth in Section 5.4 of the Guarantee and Collateral Agreement), any material notices change in (i) any Loan Party’s corporate name, (ii) any Loan Party’s corporate structure, (iii) any Loan Party’s jurisdiction of organization or documents pertaining to or related to (iv) the Projectsorganization identification number, the Borrower or the Borrower’s Member received from any Governmental Authority; andif any, or, with respect to Major Leases onlyany Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and the Borrower agree not to effect or permit any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by Loan Parties to effect any change referred to in this Section 6.02(e) unless all filings have been made under the tenant, UCC or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change otherwise that are required in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations order for the entire term thereof Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as previously disclosed to contemplated in the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000Security Documents); and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of DefaultDefault hereunder in which case such notice shall specify the nature thereof, including a description the period of existence thereof, and the same in reasonable detailaction that the Borrower proposes to take with respect thereto;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower’s Member Borrower or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) without the waiver or prior written consent of the Administrative Agent in its sole and absolute discretion, any proposed acquisition by the Borrower or any Subsidiary, which notice shall be given at least five (5) days before the proposed closing of any such acquisition with a total acquisition price of less than $30,000,000 or at least ten (10) days before the proposed closing of any such acquisition with a total acquisition price of equal to or more than $30,000,000, or with an acquisition price which when added to the total acquisition prices of all other acquisitions during any four consecutive Fiscal Quarters of the Borrower in which the closing of such transaction will occur will amount to an aggregate of $30,000,000 or more;
(d) without the waiver or prior written consent of the Administrative Agent in its sole and absolute discretion, any transaction listed in Section 7.3 (not otherwise covered by clause (c) above), which notice shall be given at least fifteen (15) days before such transaction is consummated;
(e) any assessment in an amount in excess of $5,000,000 by any taxing authority for unpaid taxes which are due and payable;
(f) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, exceeds $3,000,000 shall could reasonably be deemed material), and of all proceedings by or before any Governmental Authority of expected to result in a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectMaterial Adverse Effect;
(cg) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,0005,000,000;
(dh) promptly after the Borrower knows occurrence of any event of default, or has reason to believe any default has occurred the receipt by the Borrower or tenant under any Major Lease or the Borrower has received a of its Subsidiaries of any written notice of default from the tenant under any Major Lease, a notice an alleged event of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment Material Indebtedness of the lease by the tenant, Borrower or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentSubsidiaries;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(gi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 5.6 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Notwithstanding any contrary provision herein or in any other Loan Document, the Administrative Agent may (but shall not be required to) waive any notice requirement herein or in any other Loan Document.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Heico Corp), Revolving Credit Agreement (Heico Corp)
Notices of Material Events. The Borrower shall give Representative will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) as soon as possible, but in any event within five (5) days of obtaining knowledge thereof, the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borroweras soon as possible, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted but in any event within thirty (30) days after the filing or commencement of any action, suit or proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Credit Party or any ProjectAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) as soon as possible, but in any event within thirty (30) days after becoming aware of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties Borrowers and the Restricted Subsidiaries in an aggregate amount exceeding $250,0005,000,000;
(d) promptly as soon as possible, but in any event within thirty (30) days after any notice or claim to the Borrower knows effect that any Credit Party is or has reason may be liable to believe any default has occurred Person as a result of the release by any Credit Party, or any other Person of any Hazardous Material into the Borrower or tenant under any Major Lease or the Borrower has received environment, which could reasonably be expected to have a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) copies as soon as possible, but in any event within thirty (30) days after any notice alleging any violation of any material notices or documents pertaining Environmental Law by any Credit Party, which could reasonably be expected to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment result in liability in excess of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent$5,000,000;
(f) notice as soon as possible, but in any event within thirty (30) days after the receipt by any Borrower or any Restricted Subsidiary of any Taking threatened in writing; management letter or comparable analysis prepared by the occurrence of auditors for any Casualty Event resulting in damage Borrower or loss in excess of $500,000; andany such Restricted Subsidiary;
(g) as soon as possible, but in any event within thirty (30) days after any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and
(h) at least twenty (20) Business Days prior to any changes of any Credit Party’s type of organization or state of formation under the Uniform Commercial Code. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the each Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Antero Resources LLC), Credit Agreement (Antero Resources Finance Corp)
Notices of Material Events. The Borrowers will, and the Lead Borrower shall give will cause each of the other Credit Parties to, furnish to the Administrative Agent (which in turn shall furnish to the Issuing Bank, the Collateral Agent and each Lender) prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Credit Parties or any Projectthat, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event or Termination Event that, alone or together with any other ERISA Events or Termination Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) any change in the Lead Borrower’s chief executive officer or chief financial officer;
(f) any collective bargaining agreement or other material labor contract to which any of the Credit Parties becomes a party, or the application for the certification of a collective bargaining agent;
(g) the filing of any Lien for unpaid taxes in an aggregate amount in excess of $1,000,000 against any of the Credit Parties;
(h) the discharge by any of the Credit Parties of its present independent accountants or any withdrawal or resignation by such independent accountants; and
(i) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary thereof. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Lead Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Genesco Inc), Credit Agreement (Genesco Inc)
Notices of Material Events. The Borrower shall give Borrowers will furnish to the Administrative Agent prompt written notice after becoming aware of any of the following:
(a) within three Business Days after a Financial Officer obtains knowledge thereof, the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrowerwithin three Business Days after a Financial Officer obtains knowledge thereof, the Borrower’s Member filing or the Borrower’s Manager in accordance herewith (it being understood that commencement of any monetary claims asserted in any action, suit or proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties or any ProjectSubsidiary or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) within three Business Days after a Financial Officer obtains knowledge thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly within three Business Days after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major LeaseFinancial Officer obtains knowledge thereof, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) any change in any the Lead Borrower's executive officers;
(f) within three Business Days after a Financial Officer obtains knowledge thereof, the filing of any Lien for unpaid taxes against any Borrower in an amount in excess of $2,000,000;
(g) the discharge by any Borrower of their present independent accountants or any withdrawal or resignation by such independent accountants; and
(h) within three Business Days after a Financial Officer obtains knowledge thereof, the occurrence of any early amortization event or event of default by the Lead Borrower or any of its Subsidiaries under any Permitted Securitization Transaction. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Lead Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Circuit City Stores Inc), Credit Agreement (Circuit City Stores Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt written notice after becoming aware of the occurrence of any of the following:
(a) the occurrence of any A Default or Event of Default, including a description of specifying the same in reasonable detailnature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;
(b) the The filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Loan Party or any ProjectAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any An ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other Any development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) Any change in any Loan Party’s or any Subsidiary thereof, chief executive officer or chief financial officer;
(f) The discharge by any Loan Party or any Subsidiary thereof of its present independent accountants or any withdrawal or resignation by such independent accountants;
(g) Any collective bargaining agreement or other labor contract to which a Loan Party or any Subsidiary thereof becomes a party, or the application for the certification of a collective bargaining agent;
(h) Any “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act (together with any similar state or local statute, rule or regulation);
(i) The filing of any Lien for unpaid Taxes against any Loan Party or any Subsidiary thereof known to any Loan Party or any Subsidiary thereof; and
(j) Any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (American Apparel, Inc), Credit Agreement (American Apparel, Inc)
Notices of Material Events. The Borrower shall give will furnish or caused to be furnished to the Administrative Agent each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature and extent thereof;
(b) the filing or commencement (of, or threatened commencement in writing) any threat or notice of all material legal intention of any Person to file or arbitral proceedings commence, any action, suit or proceeding, whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually at law or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings equity or by or before any Governmental Authority of a material natureAuthority, and against, or affecting, any material development in respect of such legal Loan Party or other proceedings, affecting any of the Borrower Parties or any Projectits Subsidiaries that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence if requested by Administrative Agent from time to time, copies of any annual report required to be filed in connection with each Pension Plan or Foreign Plan, and as soon as possible after, and in any event within ten days after any Loan Party or any ERISA Affiliate knows or has reason to know that, any ERISA Event (or any similar event with respect to a Foreign Plan) has occurred that, alone or together with any other ERISA Events that have occurred, Event (or any similar event with respect to a Foreign Plan) could reasonably be expected to result in liability of the Borrower Parties any Loan Party or any ERISA Affiliate in an aggregate amount exceeding $250,000the Threshold Amount;
(d) promptly as soon as possible and in no event later than five (5) Business Days after the Borrower knows receipt by any Loan Party or has reason any of its Subsidiaries, of a copy of any notice, summons, citation or other written communication concerning any actual, alleged, suspected or threatened violation of any Environmental Law by, Environmental Claim against or Environmental Liability of, any Loan Party or any of its Subsidiaries, in each case, which could reasonably be expected to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received have a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) to the extent applicable, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any material notices Loan Party or documents pertaining to any of its Subsidiaries with the Securities and Exchange Commission, or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect Authority succeeding to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunderfunctions of said Commission, or the vacation of all or a material portion of the premises by the tenantwith any national securities exchange, or a change in control of the tenant, or an election distributed by the tenant any Loan Party to terminate the lease or any other event or condition whichits shareholders generally, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentcase may be;
(f) notice to the extent applicable, promptly after the furnishing thereof, copies of any Taking threatened statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.2;
(g) promptly after any Loan Party or any of its Subsidiaries (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934;
(h) in writingthe event that any Person shall become, or cease to be, a Subsidiary or a Guarantor, the Borrower shall promptly furnish to the Administrative Agent an updated list of Subsidiaries or Guarantors, as the case may be; or and
(i) the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer of the Borrower or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Franchise Group, Inc.), Credit Agreement (Liberty Tax, Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties or any ProjectSubsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and the Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,00025,000,000; and
(gd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”
Appears in 2 contracts
Samples: Term Loan Agreement (Teradata Corp /De/), Term Loan Agreement (Teradata Corp /De/)
Notices of Material Events. The Borrower shall give GEO will furnish to the Administrative Agent (for further distribution to the Lenders) prompt written notice after becoming aware of any of the following:
(a) (i) the occurrence of any Default or Event of Default, including or (ii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a description default or event of the same in reasonable detaildefault under any Material Contract to which GEO or any of its Subsidiaries is a party or by which GEO or any Subsidiary thereof or any of their respective properties may be bound;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting GEO or any of the Borrower Parties or any Projectits Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the a Borrower Parties or any of its Subsidiaries in an aggregate amount exceeding $250,0005,000,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from any material violation of Environmental Law or any claim with respect to any Environmental Liability received by GEO or any Subsidiary thereof, including, without limitation, the tenant under assertion of any Major Leaseenvironmental matters by any Person against, or with respect to the activities of, GEO or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than, in each case, any violation or claim that, if adversely determined, would not (either individually or in the aggregate) have a notice of such defaultMaterial Adverse Effect;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such leaselabor controversy that has resulted in, or relating threatens to an assignment of the lease by the tenantresult in, a strike or a subletting of all other work action against GEO or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term Subsidiaries thereof as previously disclosed which could reasonably be expected to the Administrative Agentresult in a Material Adverse Effect;
(f) notice contemporaneously with the delivery of any Taking threatened in writing; or the quarterly reports required herein, (and, upon the occurrence and during the continuation of an Event of Default, on a more frequent basis if requested by the Administrative Agent), a list of all Material Government Contracts which have (i) been completed or have lapsed or terminated and not renewed or (ii) been entered into (or which have become Material Government Contracts) in each case, since the most recent list provided by GEO and signed by a Financial Officer or other executive officer of GEO as of the last Business Day of such fiscal quarter, unless in any Casualty Event resulting such case such information has been filed, and notice thereof furnished to the Administrative Agent, as described in damage or loss in excess of $500,000Section 5.01(e); and
(g) any other development that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower GEO setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties or any ProjectSubsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and the Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,00025,000,000; and
(gd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”
Appears in 2 contracts
Samples: Revolving Credit Agreement (Teradata Corp /De/), Revolving Credit Agreement (Teradata Corp /De/)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt written notice after becoming aware of the occurrence of any of the following:
(a) the occurrence of any A Default or Event of Default, including a description of specifying the same in reasonable detailnature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;
(b) the The filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Loan Party or any ProjectAffiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any An ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other Any development that results in, or could would reasonably be expected to result in, a Material Adverse Effect;
(e) Any change in any Loan Party’s chief executive officer or chief financial officer;
(f) The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants;
(g) Any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent;
(h) The filing of any Lien for unpaid Taxes against any Loan Party known to any Loan Party; and
(i) Any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (American Apparel, Inc), Credit Agreement (Endeavor Acquisition Corp.)
Notices of Material Events. The Borrower shall give will furnish the following to the Administrative Agent prompt written notice after becoming aware of any of the followingand each Lender:
(a) Prompt written notice of the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature thereof and any action taken or proposed to be taken with respect thereto;
(b) the commencement (or threatened commencement in writing) Promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material legal which the Borrower or arbitral proceedings whether any of its Subsidiaries may be required to file with or not covered by insurance policies maintained by deliver to any securities exchange or for the BorrowerSEC, or any other Governmental Authority succeeding to the functions thereof, and (ii) upon the written request of the Administrative Agent, reports that the Borrower or any of its Subsidiaries sends to or files with the Federal Energy Regulatory Commission, the Borrower’s Member LPSC or any Governmental Authority succeeding to the Borrower’s Manager functions thereof, or any similar state or local Governmental Authority;
(c) Prompt written notice of (i) any material citation, summons, subpoena, order, notice, claim or proceeding received by, or brought against, the Borrower or any of its Subsidiaries, with respect to (x) any proceeding before any Governmental Authority (other than proceedings in accordance herewith the ordinary course of business before the LPSC), or (it being understood y) any real property under any Environmental Law, and (ii) any lapse or other termination of, or refusal to renew or extend, any material franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Governmental Authority (other than in the ordinary course of business), provided that any monetary claims asserted of the foregoing set forth in any proceeding whichthis subsection would, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;have a Material Adverse Effect; and
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a Prompt written notice of default from any change by either Relevant Rating Agency in the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectSenior Debt Rating. Each notice delivered under this Section 8.02 6.2(a) or (c) shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: (x) if the Administrative Agent or any Lender requests paper copies of such documents, the Borrower shall deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, as applicable, and (y) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 2 contracts
Samples: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Power LLC)
Notices of Material Events. The Borrower shall give Representative will furnish to the Administrative Agent prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (receipt of any notice of any governmental investigation or any litigation commenced or threatened commencement against any Loan Party or Subsidiary that (i) seeks damages in writingexcess of $2,000,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or Subsidiary, (v) alleges the violation of all material legal any law regarding, or arbitral proceedings seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000.00, or (vii) involves any product recall;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;
(d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000.00 or more, whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Projectinsurance;
(ce) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two (2) Business Days after receipt thereof);
(f) all material amendments to any Material Agreement together with a copy of each such amendment;
(g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,0001,000,000.00; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Smith & Wesson Holding Corp), Credit Agreement (Smith & Wesson Holding Corp)
Notices of Material Events. (a) The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(ai) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(bii) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties or any ProjectAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ciii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company, the Borrower Parties or any of their Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(giv) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement certificate of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
(b) The Borrower shall deliver to the Administrative Agent and the Lenders written notice of each of the following not less than ten (10) Business Days prior to the occurrence thereof: (i) a sale, transfer or other disposition of assets by any of the Consolidated Businesses, in a single transaction or series of related transactions, for consideration in excess of an amount equal to 10% of the Total Value, (ii) an acquisition of assets by any one or more Consolidated Business, in a single transaction or series of related transactions, for consideration in excess of 10% of the Total Value, and (iii) the grant of a Lien by any one or more Consolidated Business with respect to assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of 10% of the Total Value. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and its Financial Officer certifying that Borrower and the Guarantors are in compliance with this Agreement and the other Loan Documents both on a historical basis and on a pro forma basis, exclusive of the property sold, transferred and/or encumbered and inclusive of the property to be acquired or the indebtedness to be incurred, together with calculations, in the form of Schedule B to Exhibit F attached hereto, evidencing compliance with each of the financial covenants set forth in Article VI hereof. To the extent such proposed transaction, after giving effect to the prepayment required to be made pursuant to Section 2.09(c), would result in a failure to comply with the financial covenants set forth herein, the Borrower shall prepay outstanding Loans in such amount, as determined by the Administrative Agent, as may be required to reduce the Obligations so that the Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction.
Appears in 2 contracts
Samples: Credit Agreement (Home Properties Inc), Credit Agreement (Home Properties Inc)
Notices of Material Events. The Upon the Borrower shall give or the Company obtaining knowledge thereof, the Borrower and the Company will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for before any arbitrator or Governmental Authority against or affecting the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties Company or any ProjectAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and the Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,00030,000,000; and
(gd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower or the Company setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Each Loan Party hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of such Loan Party hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Loan Parties or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Loan Parties or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
Appears in 2 contracts
Samples: Credit Agreement (Advance Auto Parts Inc), Credit Agreement (Advance Auto Parts Inc)
Notices of Material Events. The Borrower shall give and Holdings will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened commencement against any Loan Party or any Subsidiary that (i) seeks damages in writingexcess of $250,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of all material legal Law, or arbitral proceedings whether seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or not covered any Subsidiary in excess of $250,000 in respect of any tax, fee, assessment, or other governmental charge, (vii) which alleges potential violations of the FDA Laws or any applicable statutes, rules, regulations, standards, policies or orders administered or issued by insurance policies maintained by or for the Borrowerany foreign Governmental Authority, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall could reasonably be deemed material)expected to have a Material Adverse Effect, and of all proceedings by or before (viii) involves any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Projectproduct recall;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;
(d) any loss, damage, or destruction to the Collateral in the amount of $100,000 or more, whether or not covered by insurance;
(e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located;
(f) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary;
(g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Loan Parties and their Subsidiaries in an aggregate amount exceeding $250,000;
(dh) promptly within five (5) Business Days after the Borrower knows occurrence thereof, any Loan Party entering into a Swap Agreement or has reason an amendment to believe any default has occurred by a Swap Agreement (in each case other than foreign exchange confirmations in the Borrower ordinary course of business), together with copies of all agreements evidencing such Swap Agreement or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such defaultamendment;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(gi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and
(j) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Charlotte's Web Holdings, Inc.), Credit Agreement (Charlotte's Web Holdings, Inc.)
Notices of Material Events. The Except as otherwise provided below, within ten (10) Business Days of any Loan Party gaining knowledge thereof, the Borrower shall give will furnish to the Administrative Agent prompt and each Lender written notice after becoming aware of any of the following:
(a) the occurrence of (i) any Default or Event of DefaultDefault and (ii) any default by any counterparty with respect to any material provision of any of any Material Contract, including a description of in each case, specifying the same in reasonable detailnature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the commencement (or threatened commencement in writing) occurrence of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member any Casualty Event or the Borrower’s Manager commencement of any action or proceeding that could reasonably be expected to result in accordance herewith (it being understood that any monetary claims asserted a Casualty Event, in any proceeding whicheach case, individually or with a fair market value in the aggregate, exceeds excess of $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project10,000,000;
(c) the occurrence filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Material Subsidiary not previously disclosed in writing to the Lenders or any entry of judgment in any ERISA Event action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, alone or together with any other ERISA Events that have occurredin either case, if adversely determined, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after any litigation or proceeding affecting any counterparty to a Material Contract or involving any Intellectual Property of the Borrower knows Loan Parties, which if adversely determined could reasonably be expected to (i) result in potential liability of $5,000,000 or has reason to believe any default has occurred by the Borrower more or tenant under any Major Lease or the Borrower has received (ii) have a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) (i) any event or condition that constitutes a material default or event of default or a termination event under any Material Contract (other than a termination in accordance with its terms and not as a result of a default) or agreement in respect of any Material Indebtedness, (ii) any notice of termination (other than a termination in accordance with its terms and not as a result of a default) or notice of material default, including any material non-payment, received or given, under, or in connection with, any Material Contract or agreement in respect of any Material Indebtedness, or any other material and adverse notice under, or in connection with, any Material Contract or agreement in respect of Material Indebtedness and (iii) any termination (other than a termination in accordance with its terms and not as a result of a default) or, to the extent material and adverse to the rights of the Lenders, material amendment or modification of, or waiver or consent under, or assignment of, any Material Contract or agreement in respect of any Material Indebtedness, and, in each case, copies of all documentation and other information provided to any material notices Loan Party or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, Subsidiary of any Loan Party with respect to Major Leases onlysuch termination, any notices received asserting a material default by the landlord under such leaseamendment, modification, waiver, consent or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentassignment;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting event for which the Borrower is required to make a mandatory prepayment pursuant to Section 3.04(b);
(g) (i) any revocation, denial, material modification or non-renewal of any Necessary Permit or other material Governmental Approval, which revocation, denial, material modification or non-renewal could reasonably be expected to materially and adversely affect the business or operations of any Loan Party and (ii) any dispute between any Loan Party and any Governmental Authority involving the denial, material modification or non-renewal or the like of any Necessary Permit or other material Governmental Approval or the imposition of additional material conditions with respect thereto, which could reasonably be expected to materially and adversely affect the business or operations of any Loan Party;
(h) any default by any party with respect to any Real Property Rights of the Loan Parties with respect to any Material Real Property that could reasonably be expected to materially and adversely affect the business or operations of any Loan Party;
(i) (i) any claim or any notice of potential liability of any Loan Party under any Environmental Laws, in damage each case, that might reasonably be expected to exceed $10,000,000 or loss (ii) any other claim asserted against any Loan Party or its Properties that could reasonably be expected to result in excess a Material Adverse Effect;
(j) any early cancellation of $500,000any insurance required to be maintained pursuant to Section 8.07 (except in connection with the concurrent replacement thereof with insurance for which the requirements of Section 8.07 are satisfied); and
(gk) any other development or circumstance that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice in reasonable detail and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Senior Secured First Lien Term Loan Credit Agreement (Clean Energy Fuels Corp.)
Notices of Material Events. The Borrower shall give to the Administrative Agent prompt written notice after Promptly, and in any event within three (3) Business Days upon Borrower’s becoming aware of any the following events, furnish to Agent and each Lender written notice of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) (i) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or affecting Borrower, any of a material natureits Subsidiaries, and any material development in respect of such legal the LLC or other proceedings, affecting any of the Borrower Parties Partnerships or any Project;
(cii) the occurrence of any ERISA Event thatadverse development with respect to any action, alone suit or together with any other ERISA Events that have occurredproceeding previously disclosed to the Agent or the Lenders pursuant to this Agreement, in each case if such action, suit or proceeding could reasonably be expected to result in liability a Material Adverse Change;
(c) (i) any claim by any Person against Borrower or any of its Subsidiaries of nonpayment of, or (ii) any attempt by any Person to collect upon or enforce, any accounts payable of Borrower or any of its Subsidiaries, in the Borrower Parties case of any single account payable in an excess of $500,000.00, or in the case of all accounts payable in the aggregate amount exceeding in excess of $250,0003,000,000.00;
(d) promptly after the Borrower knows (i) any and all enforcement, cleanup, removal or has reason to believe any default has occurred by the other governmental or regulatory actions instituted, completed or threatened or other environmental claims against Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other Subsidiaries or any of their respective Properties pursuant to any applicable Environmental Laws which could result in a Material Adverse Change, and (ii) any environmental or similar condition on any real property adjoining or in the vicinity of the property of Borrower or any of its Subsidiaries that could reasonably be anticipated to cause such property or any part thereof to be subject to any material obligations for restrictions on the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice ownership, occupancy, transferability or use of such property under any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000Environmental Laws; and
(ge) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectChange. Each notice delivered under this Section 8.02 6.16 shall be accompanied by a statement of an Authorized Officer the president or chief financial officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingsthe Borrower, affecting any of the Borrower Parties or any ProjectSubsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties or its Subsidiaries in an aggregate amount exceeding $250,0005,000,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by material investigation of the Borrower or tenant under any Major Lease or Subsidiary by any Governmental Authority having regulatory authority over the Borrower or any such Subsidiary (other than routine examinations of the Borrower and/or any such Subsidiary) to the extent that such Governmental Authority has received a written notice of default from consented to the tenant under any Major Lease, a notice giving of such defaultnotice (if the consent of such Governmental Authority is required for the Borrower to give such notice);
(e) copies the issuance of any material notices cease and desist order (whether written or documents pertaining to oral), written agreement, cancellation of insurance or related to other public or enforcement action by the Projects, FDIC or other Governmental Authority having regulatory authority over the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentSubsidiary;
(f) notice the issuance of any Taking threatened in writing; material informal enforcement action, including, without limitation, a memorandum of understanding, or proposed disciplinary action by or from any Governmental Authority having regulatory authority over the occurrence of Borrower or any Casualty Event resulting in damage Subsidiary, to the extent that the Borrower or loss in excess of $500,000any such Subsidiary is permitted to disclose such information (provided that the Borrower shall take all reasonable efforts to obtain any necessary regulatory consents); and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Subordinated Term Loan Agreement (Privatebancorp, Inc)
Notices of Material Events. The Borrower shall give Furnish the following to the Administrative Agent prompt written notice after becoming aware of any of the followingin writing:
(a) promptly after any executive officer of Parent, Holdings or the occurrence Primary Borrower has actual knowledge of facts that would give him or her reason to believe that any Default or Event of Default has occurred, notice of such Default or Event of Default, including a description of the same in reasonable detail;
(b) as soon as any executive officer of Parent, Holdings or the commencement (Primary Borrower has actual knowledge of the facts that would give him or threatened commencement in writing) her reason to know of the occurrence thereof, prompt notice of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material)proceedings, and of all proceedings by or before any Governmental Authority of a material naturegovernmental or regulatory authority or agency, and of any material development in respect of such legal or other proceedings, affecting Parent or any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event its Subsidiaries that, alone or together with any other ERISA Events that have occurredif adversely determined, could reasonably be expected to result in liability aggregate liabilities or damages in excess of the Borrower Parties in an aggregate amount exceeding $250,0002,500,000 over available insurance or indemnification by creditworthy third parties;
(dc) promptly as soon as possible, and in any event within ten days after Parent, Holdings or the Primary Borrower knows or has reason to believe that any default ERISA Event has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written exists, notice of default from the tenant under any Major Leaseoccurrence of such ERISA Event (and as soon as practicable thereafter, a copy of any report or notice required to be filed with or given to the PBGC by Parent, Holdings or an ERISA Affiliate with respect to such ERISA Event), if such ERISA Event could reasonably be expected to result in aggregate liabilities in excess of $2,500,000;
(d) prompt notice of such default;the assertion of any Environmental Claim by any Person against, or with respect to the activities of, Parent or any of its Subsidiaries and notice of any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any Environmental Claim or alleged violation that, if adversely determined, could (either individually or in the aggregate) reasonably be expected to result in remediation costs of more than $2,500,000 or materially adversely affect the operation of any Park; and
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) prompt notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 76 Each notice delivered under this Section 8.02 9.2 shall be accompanied by a statement of an Authorized a Responsible Officer of Parent, Holdings or the Primary Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Premier Parks Inc)
Notices of Material Events. The Borrower shall give Credit Parties will furnish to the Administrative Agent Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Credit Party or any ProjectAffiliate that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event related to the Plan of any Credit Party or knowledge after due inquiry of any ERISA Event related to a Plan of any other ERISA Affiliate that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Credit Parties in an aggregate amount exceeding $250,00050,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting default or event of default under (i) any operating lease with respect to any real or personal property in damage respect of which the Borrower's obligations exceed $50,000 in any twelve month period, or loss (ii) any agreement, indenture, mortgage, or other instrument to which any Credit Party is a party governing Indebtedness in excess of $500,00075,000, which default or event of default has not been cured within 30 days, except for any such default or event of default which is being contested by the Borrower in good faith and for which adequate reserves are maintained on the books of the Borrower in accordance with GAAP (which reserves shall be reasonably acceptable to the Lender). The foregoing shall not be deemed to limit the Credit Parties' obligations under Section 7.2(a) to provide the Lender with notice of the occurrence of any Default under this Agreement; and
(ge) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 7.2 shall be accompanied by a statement of an Authorized a Designated Financial Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit and Security Agreement (Signal Technology Corp)
Notices of Material Events. The Borrower shall give will furnish the following to the Administrative Agent prompt written notice after becoming aware of any of the followingand each Lender:
(a) prompt written notice of the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature thereof and any action taken or proposed to be taken with respect thereto;
(b) the commencement (or threatened commencement in writing) promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material legal which the Borrower or arbitral proceedings whether any of its Subsidiaries may be required to file with or not covered by insurance policies maintained by deliver to any securities exchange or for the BorrowerSEC, or any other Governmental Authority succeeding to the functions thereof, and (ii) upon the written request of the Administrative Agent, reports that the Borrower or any of its Subsidiaries sends to or files with the Federal Energy Regulatory Commission, the Borrower’s Member WPS, the MPUC or any Governmental Authority succeeding to the functions thereof, or any similar state or local Governmental Authority;
(c) prompt written notice of (i) any material citation, summons, subpoena, order, notice, claim or proceeding received by, or brought against, the Borrower or any of its Subsidiaries, with respect to (x) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before the WPS or the Borrower’s Manager MPUC), or (y) any real property under any Environmental Law, and (ii) any lapse or other termination of, or refusal to renew or extend, any material franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Governmental Authority (other than in accordance herewith (it being understood the ordinary course of business), provided that any monetary claims asserted of the foregoing set forth in any proceeding whichthis paragraph would, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;have a Material Adverse Effect; and
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a prompt written notice of default from the tenant under any Major Lease, change by any Rating Agency in a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectSenior Debt Rating. Each notice delivered under this Section 8.02 6.2(a) or (c) shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed in Section 10.1(b); or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third‑party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Samples: Term Loan Agreement (Allete Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent Lenders prompt written notice after becoming aware of any of the following:
(a) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(b) a Change of Control or potential Change of Control;
(c) a revocation, cancellation or relinquishment of any Material License held by the Borrower or any Restricted Subsidiary to operate satellite component facilities,
(d) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(ce) the occurrence of any ERISA Event thatdefault under (i) any Material Contract, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of (ii) the Borrower Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease15% Notes Indenture, or relating to an assignment of (iii) the lease by Exchangeable Notes Indenture, in each case, whether or not the tenantapplicable non-defaulting party, has exercised, or a subletting of all or substantially all of the premises thereunderis permitted to exercise, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentrights and remedies on account thereof;
(f) notice any material notices and other material communications from any shareholder of TerreStar Parent with respect to any Taking threatened of (i) the Transactions, (ii) the Spectrum Contribution Transactions, (iii) the Exchangeable Notes issued on or about the Effective Date, and (iv) the additional 15% Notes issued on or about the Effective Date;
(g) any material change in writing; accounting policies or financial reporting practices by the occurrence of Borrower or any Casualty Event resulting in damage or loss in excess of $500,000Restricted Subsidiary thereof; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each ; provided, that each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth, in reasonable detail, (x) alerting the Lenders whether the details of the event or development requiring such notice include any material, non-public information relating to the Borrower or its business, (y) describing such details, and (z) setting forth any action taken or proposed to be taken with respect thereto. Upon receipt of such statement, any Lender may, in its sole discretion, disregard the details provided with such Officer’s statement and waive its rights to notice under this Section of such event or development.
Appears in 1 contract
Notices of Material Events. The Borrower shall give will, upon actual knowledge thereof by the President, a Vice President, a Financial Officer or other similar officer, furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings Proceeding by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties or any Project;Affiliate thereof, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000have a Material Adverse Effect;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default[reserved];
(e) copies of any material notices change in accounting or documents pertaining to or related to the Projects, financial reporting practices by the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentSubsidiary;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and
(g) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section 8.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of MasterBrand, Inc. Amended and Restated Credit Agreement dated June 27, 2024” and (iii) shall be accompanied by a statement of an Authorized the President, a Vice President, a Financial Officer or other similar officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretothereto (provided that neither the Borrower nor any Subsidiary shall be required to disclose any information that constitutes (i) trade secrets of the Borrower or its Subsidiaries, (ii) information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (iii) information subject to confidentiality obligations to third parties the disclosure of which would cause the Borrower or any of its Subsidiaries to be in breach of such obligations). Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (MasterBrand, Inc.)
Notices of Material Events. The Borrower shall give will furnish the following to the Administrative Agent prompt written notice after becoming aware of any of the followingand each Lender:
(a) prompt written notice of the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature thereof and any action taken or proposed to be taken with respect thereto;
(b) the commencement (or threatened commencement in writing) promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material legal which the Borrower or arbitral proceedings whether any of its Subsidiaries may be required to file with or not covered by insurance policies maintained by deliver to any securities exchange or for the BorrowerSEC, or any other Governmental Authority succeeding to the functions thereof, and (ii) upon the written request of the Administrative Agent, reports that the Borrower or any of its Subsidiaries sends to or files with the Federal Energy Regulatory Commission, the Borrower’s Member WPS, the MPUC or any Governmental Authority succeeding to the functions thereof, or any similar state or local Governmental Authority;
(c) prompt written notice of (i) any material citation, summons, subpoena, order, notice, claim or proceeding received by, or brought against, the Borrower or any of its Subsidiaries, with respect to (x) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before the WPS or the Borrower’s Manager MPUC), or (y) any real property under any Environmental Law, and (ii) any lapse or other termination of, or refusal to renew or extend, any material franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Governmental Authority (other than in accordance herewith (it being understood the ordinary course of business), provided that any monetary claims asserted of the foregoing set forth in any proceeding whichthis paragraph would, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;have a Material Adverse Effect; and
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a prompt written notice of default from the tenant under any Major Lease, change by any Rating Agency in a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectSenior Debt Rating. Each notice delivered under this Section 8.02 6.2(a) or (c) shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third‑party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Samples: Credit Agreement (Allete Inc)
Notices of Material Events. The Borrower shall give to the Administrative Agent prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, Projects or the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth, in reasonable detail, the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Loan Agreement (Douglas Emmett Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent (for distribution to each Lender) prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened commencement against any Loan Party that could reasonably be expected to result in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectMaterial Adverse Effect;
(c) all amendments to the ABL Credit Facility, together with a copy of each such amendment;
(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000Material Adverse Effect; and
(ge) any other development that results inresults, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered pursuant to clause (b), (c) and (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly or other periodic reports containing such information, is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted or the Borrower provides a link thereto on hxxx://xxx.xxxxx.xxx; or (iii) posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify (which may be by telecopy or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Appears in 1 contract
Samples: Loan Agreement (Akorn Inc)
Notices of Material Events. The Borrower shall give will furnish to the -------------------------- Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;; Credit Agreement ----------------
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for before any arbitrator or Governmental Authority against or affecting the BorrowerBorrower or any of the Nationwide Core Entities that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the Borrower’s Member assertion of a claim of any Environmental Liability by any Person against, or with respect to any activities of the Borrower’s Manager in accordance herewith Borrower or any Nationwide Core Entity, and any alleged violation of or non-compliance by or on behalf of the Borrower or any Nationwide Core Entity with any Environmental Laws or any permits, licenses or authorizations, other than any claim of Environmental Liability or alleged violation that, if adversely determined, would not (it being understood that any monetary claims asserted in any proceeding which, either individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of ) have a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectMaterial Adverse Effect;
(cd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and the Nationwide Core Entities in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default1,000,000;
(e) copies the occurrence of any material notices Event of Loss aggregating $5,000,000 or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentmore;
(f) notice the purchase or Disposition of any Taking threatened Healthcare Properties aggregating $10,000,000 or more, together with (i) a description of such transaction in writing; or reasonable detail and (ii) if requested by the occurrence Administrative Agent, copies of any Casualty Event resulting all materials presented to the Borrower's board of directors in damage or loss in excess connection with the approval of $500,000such transaction; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Nationwide Health Properties Inc)
Notices of Material Events. The Borrower shall give Credit Parties, promptly upon obtaining knowledge thereof, will furnish to the Administrative Agent prompt for distribution to each Lender written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or affecting any Credit Party or other Affiliate thereof for which there is a reasonable possibility of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Projectdetermination that would have a Material Adverse Effect;
(c) a final judgment or judgments for the payment of money in excess of $1,000,000 in the aggregate (regardless of insurance coverage), shall be rendered by one or more courts, administrative tribunals or other bodies having jurisdiction against any Credit Party;
(d) the occurrence of any ERISA Event related to the Plan of any Credit Party or knowledge after due inquiry of any ERISA Event related to a Plan of any other ERISA Affiliate that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Credit Parties in an aggregate amount exceeding $250,000;
(de) promptly after the Borrower knows receipt by any Credit Party from the FCC or has reason to believe any default has occurred by the Borrower other Governmental Authority of (a) any order or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under FCC or any Major Leaseother Governmental Authority or any court of competent jurisdiction which designates any Material FCC License or any other material license, permit or authorization of the Credit Parties, or any application therefore, for a hearing, or which refuses renewal or extension of, or revokes, materially modifies, terminates or suspends any Material FCC License or other material license, permit or authorization now or hereafter held by any Credit Party, or (b) any notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, competing application filed with respect to Major Leases onlyany Material FCC License or other material license, permit or authorization now or hereafter held by any notices received asserting a Credit Party, or any material default citation, material notice of violation or material order to show cause issued by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease FCC or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder Governmental Authority with respect to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentCredit Party;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(g) any communication, written or oral, with the Internal Revenue Service or the California Franchise Tax Board regarding the validity, revocation, and/or termination of the S Corporation Election or the QSSS Election as well as the timing thereof;
(h) copies of its federal income tax returns (Forms 1120-S), California income tax returns, and summaries of all financial information used to calculate the Permitted Shareholder Tax Distributions and Permitted Holdings Tax Distributions;
(i) any communications, written or oral, with the Internal Revenue Service or the California Franchise Tax Board regarding proposed or agreed upon changes in the Federal Taxable Income or the California Taxable Income which would have a Material Adverse Effect;
(j) in any taxable year in which the Federal Taxable Income or the California Taxable Income is negative, with copies of Holdings I's shareholders' individual federal and California income tax returns for the taxable year(s) of its shareholder(s) ending on or after such year; and
(k) on the date of the occurrence thereof, notice that (i) any or all of the obligations under the Senior Subordinated Note Indenture have been accelerated, or (ii) that trustee or required holders of the Senior Subordinated Notes has been given notice that any or all such obligations are to be accelerated. Each notice delivered under this Section 8.02 6.2 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower Credit Parties setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower shall give furnish to the Administrative Agent prompt for distribution to each Lender written notice after becoming aware of any of the following:
(a) promptly, and in any event within three (3) days after any Responsible Officer of the Borrower or any other Loan Party obtains knowledge thereof, the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) promptly, and in any event within three (3) days after any Responsible Officer of the commencement (Borrower or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrowerany other Loan Party obtains knowledge thereof, the Borrower’s Member filing or the Borrower’s Manager in accordance herewith (it being understood that commencement of any monetary claims asserted in any action, suit or proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any Loan Party or any Subsidiary of the Borrower Parties or any Projectthat, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) promptly upon a Responsible Officer of the Borrower or any Loan Party obtaining knowledge thereof, the occurrence of any ERISA Event (or the maintenance, commencement or, to the knowledge of the Borrower, threat of any claim, action, suit, audit or investigation with respect to any Plan other than routine claims for benefits) that, alone or together with any other ERISA Events that have occurredoccurred (and any such claims, actions, suits, audits or investigations with respect to any Plan that are being maintained or have commenced or, to the knowledge of the Borrower, have been threatened), could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000500,000;
(d) promptly after the Borrower knows or has reason to believe upon any default has occurred by Responsible Officer of the Borrower or tenant under any Major Lease other Loan Party obtaining knowledge thereof, any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary of the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such defaultBorrower;
(e) copies promptly upon any Responsible Officer of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; andLoan Party obtaining knowledge thereof, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including, without limitation, (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary of the Borrower and (ii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary of the Borrower, including pursuant to any applicable Environmental Laws; and
(f) promptly, and in any event, within three (3) days after any Responsible Officer of the Borrower or any other Loan Party obtains knowledge thereof, the occurrence of any of the actions or events set forth in clauses (h), (i) or (j) of Section 7.1 with respect any Subsidiary of a Loan Party. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Globant S.A.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt written notice after becoming aware of any and each Lender of the following:
(a) Prompt written notice of the occurrence of any (i) Event of Default or Event of Default, including specifying the nature and extent thereof and (ii) a description of the same in reasonable detailMaterial Adverse Change;
(b) Prompt written notice of: (i) any material citation, summons, subpoena, order to show cause or other document naming the commencement Borrower or any of the Subsidiaries a party to any proceeding before any Governmental Authority, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other document, or (ii) any lapse or threatened commencement in writing) other termination of, or refusal to renew or extend, any material Intellectual Property, license, permit, franchise or other authorization issued to the Borrower or any of all material legal the Subsidiaries by any Person or arbitral proceedings whether or not covered by insurance policies maintained by or for the BorrowerGovernmental Authority, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood provided that any monetary claims asserted of the foregoing set forth in any proceeding whichthis subsection (b) could, individually or in the aggregate, exceeds $3,000,000 shall reasonably be deemed material), and expected to have a Material Adverse Effect or call into question the validity or enforceability of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectLoan Documents;
(c) Promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material which the occurrence Borrower or any of the Subsidiaries may be required to file with or deliver to any securities exchange or the SEC, or any other Governmental Authority succeeding to the functions thereof, (ii) copies of any ERISA Event thatstatement or report furnished to any holder of debt securities of the Borrower or of any of the Subsidiaries pursuant to the terms of any indenture, alone loan or together with credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other ERISA Events clause of this Section 6.2, (iii) material news releases and annual reports relating to the Borrower or any of the Subsidiaries, and (iv) upon the written request of the Administrative Agent, reports that have occurredthe Borrower or any of the Subsidiaries sends to or files with FERC, the LPSC or any similar state or local Governmental Authority;
(d) Prompt written notice of any order, notice, claim or proceeding received by, or brought against, the Borrower or any of the Subsidiaries, or with respect to any real property under any Environmental Law, that could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received have a written notice of default from the tenant under any Major Lease, a notice of such default;Material Adverse Effect; and
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) Prompt written notice of any Taking threatened change by either Xxxxx'x or S&P in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectSenior Debt Rating. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Section 6.1(a) or (b) or clauses (i) through (iii) of Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents are posted on the Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders on a confidential basis materials and/or information provided by or on behalf of the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a "Public Lender"). The Administrative Agent will notify the Borrower in writing if it receives written notice from a Lender identifying itself as a Public Lender. The Borrower hereby agrees that it will notify the Administrative Agent in the event that any non-public information is included in the Borrower Materials and to cooperate with the Administrative Agent to ensure that such non-public information is not distributed to a Public Lender.
Appears in 1 contract
Samples: Credit Agreement (Cleco Power LLC)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) within 15 days after the date on which the Borrower or any other Credit Party becomes aware such event, the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for the Borrowerbefore any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding whichif adversely determined, could reasonably be expected, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of to result in a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectMaterial Adverse Effect;
(c) within 15 days after the date on which the Borrower or any other Credit Party becomes aware such event, receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Credit Party that (i) is asserted or instituted against any Plan, its fiduciaries or its assets, (ii) alleges criminal misconduct by any Credit Party, or (iii) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws;
(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, could reasonably be expected to result in liability of the Parent, the Borrower Parties and its Subsidiaries (including the Excluded Subsidiaries) in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default500,000;
(e) copies contemporaneously with the filing or mailing thereof, any periodic or special reports of a material nature filed with the FCC and relating to any material notices Station owned or documents pertaining to or related to the Projects, operated by the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentSubsidiaries;
(f) notice the acquisition or creation of any Taking threatened new direct Foreign Subsidiary in writing; accordance with Section 5.13;
(g) any material change in a Credit Parties’ or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000a Subsidiary’s accounting policies; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower shall give ODEC will furnish to the Administrative Agent prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default; provided, including that the time by which ODEC shall provide such written notice thereof to the Administrative Agent shall be the date ODEC provides notice of such event to any of its creditors, but in any event no later than fifteen (15) days after actual knowledge thereof by a description Responsible Officer of the same in reasonable detailODEC;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event ODEC that, alone or together with any other ERISA Events that have occurredif adversely determined, could reasonably be expected to result in liability a Material Adverse Effect;
(c) any modification or supplement to (i) one or more Wholesale Power Contracts that individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or (ii) the requirements set forth in Section 4 or Exhibit D (or applicable successor provisions) of one or more of the Borrower Parties in an aggregate amount exceeding $250,000Wholesale Power Contracts;
(d) promptly after any change in ODEC’s credit rating from any of Moody’s, S&P or Fitch with respect to any of its indebtedness; provided, that the Borrower knows or has reason to believe any default has occurred date by the Borrower or tenant under any Major Lease or the Borrower has received a which ODEC shall provide written notice of default from thereof to the tenant under any Major Lease, a notice of Administrative Agent and each Lender shall be no later than thirty (30) days after such defaultchange ODEC’s credit rating;
(e) copies the occurrence of any material notices or documents pertaining to or related to an “Event of Default” as defined in the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentIndenture;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development development, including an ERISA Event or an Environmental Claim, that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(g) the initial capitalization or acquisition of a Subsidiary with $1,000,000 or more of assets; provided, that the date by which ODEC shall provide written notice thereof to the Administrative Agent shall be no later than thirty (30) days after such formation or acquisition of such Subsidiary; and
(h) knowledge of the failure of any officer or director of any Subsidiary of ODEC to comply with applicable Sanctions and with the FCPA and any other anti-corruption laws in all material respects. Each notice delivered under this Section 8.02 5.02 shall be accompanied by a statement of an Authorized a Responsible Officer of the Borrower ODEC setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Electric Cooperative)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (receipt of any notice of any investigation by a Governmental Authority or any Proceeding commenced or threatened commencement against any Loan Party or any Subsidiary that (i) seeks damages in writingexcess of $1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of all material legal Law, or arbitral proceedings whether seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager any Subsidiary in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds excess of $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development 1,000,000 in respect of such legal any tax, fee, assessment, or other proceedingsgovernmental charge, affecting or (vii) involves any of the Borrower Parties or any Projectproduct recall;
(c) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary;
(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default5,000,000;
(e) within ten (10) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, together with copies of any material notices all agreements evidencing such Swap Agreement or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentamendment;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and
(g) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section 8.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of NerdWallet, Inc. Credit Agreement dated September [__], 2023” and (iii) shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Nerdwallet, Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any following its actual knowledge of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrowerof, the Borrower’s Member or the Borrower’s Manager threat in accordance herewith (it being understood that writing of, any monetary claims asserted in any proceeding whichaction, individually suit, proceeding, investigation or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings arbitration by or before any arbitrator or Governmental Authority of a material nature, and against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in respect of such legal any action, suit, proceeding, investigation or other proceedings, affecting any of arbitration (whether or not previously disclosed to the Borrower Parties or any Project;
(cLenders) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredin either case, if adversely determined, could reasonably be expected to result in liability a Material Adverse Effect;
(c) any pleading filed with the Bankruptcy Court seeking relief from stay or conversion or dismissal of the Borrower Parties in an aggregate amount exceeding $250,000any Chapter 11 Case (together with a copy of such pleading);
(d) promptly after any proposed sale of any of the Borrower knows or has reason Collateral (including with such notice copies of drafts of all instruments and agreements applicable to believe any default has occurred by such sale), which shall specify the Borrower or tenant under any Major Lease or identity of the Borrower has received a written notice proposed purchaser, the terms of default from the tenant under any Major Leaseproposed sale and the expected date of closing, a notice of such defaultsubject to Bankruptcy Court approval;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or Lien on any Rig imposed by any Governmental Authority within three Business Days following the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation relevant Subsidiary’s receipt of all or a material portion notice of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentsuch imposition;
(f) notice any correspondence received by the Borrower or any relevant Subsidiary from any insurer or classification society with respect to any insurance maintained in accordance with Section 8.07 which advises the Borrower or any applicable Subsidiary of a materially adverse event affecting the coverage on any Rig, promptly and in any event within three Business Days after the actual knowledge thereof by a Responsible Officer of the Borrower;
(g) any arrest of any Taking threatened in writing; Rig for a period of at least three continuous days or the occurrence exercise of any Casualty Event resulting Lien remedy on any Rig, in damage each case, by a Person other than the Administrative Agent or loss any Lender, promptly and in excess any event within three Business Days of $500,000the actual knowledge thereof by a Responsible Officer of the Borrower; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower shall give Furnish the following to the Administrative Agent prompt written notice after becoming aware of any of the followingin writing:
(a) promptly after any executive officer of Parent, Holdings or the occurrence Primary Borrower has actual knowledge of facts that would give him or her reason to believe that any Default or Event of Default has occurred, notice of such Default or Event of Default, including a description of the same in reasonable detail;
(b) as soon as any executive officer of Parent, Holdings or the commencement (Primary Borrower has actual knowledge of the facts that would give him or threatened commencement in writing) her reason to know of the occurrence thereof, prompt notice of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material)proceedings, and of all proceedings by or before any Governmental Authority of a material naturegovernmental or regulatory authority or agency, and of any material development in respect of such legal or other proceedings, affecting Parent or any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event its Subsidiaries that, alone or together with any other ERISA Events that have occurredif adversely determined, could reasonably be expected to result in liability aggregate liabilities or damages in excess of the Borrower Parties in an aggregate amount exceeding $250,0002,500,000 over available insurance or indemnification by creditworthy third parties;
(dc) promptly as soon as possible, and in any event within ten days after Parent, Holdings or the Primary Borrower knows or has reason to believe that any default ERISA Event has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written exists, notice of default from the tenant under any Major Leaseoccurrence of such ERISA Event (and as soon as practicable thereafter, a copy of any report or notice required to be filed with or given to the PBGC by Parent, Holdings or an ERISA Affiliate with respect to such ERISA Event), if such ERISA Event could reasonably be expected to result in aggregate liabilities in excess of $2,500,000;
(d) as soon as possible, and in any event within ten days prior to the incurrence by Parent of Indebtedness pursuant to any Indenture, notice of such defaultincurrence;
(e) copies prompt notice of the assertion of any material notices Environmental Claim by any Person against, or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases onlythe activities of, any notices received asserting a material default by the landlord under such lease, Parent or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its Subsidiaries and notice of any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other material obligations for than any Environmental Claim or alleged violation that, if adversely determined, could (either individually or in the entire term thereof as previously disclosed aggregate) reasonably be expected to result in remediation costs of more than $2,500,000 or materially adversely affect the Administrative Agent;operation of any Park; and
(f) prompt notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 9.2 shall be accompanied by a statement of an Authorized a Responsible Officer of Parent, Holdings or the Primary Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Six Flags Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent Agent, for delivery to each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of, or threatened commencement in writing) of all any material legal development in, any action, suit or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingsthe Borrower, affecting the Borrower or any of the Borrower Parties or any Projectits Restricted Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone event or together any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other ERISA Events that have occurredapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly and in any event within fifteen (15) days after (i) the Borrower Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to believe know that any default ERISA Event has occurred occurred, a certificate of a Responsible Officer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower Borrower, such Subsidiary or tenant under such ERISA Affiliate from the PBGC or any Major Lease other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the Borrower has received commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a written notice Plan subject to Section 412 of default from the tenant under Code which results in a material increase in contribution obligations of the Borrower, any Major Leaseof its Subsidiaries or any ERISA Affiliate, a notice detailed written description thereof from a Responsible Officer, in each case of such default(i) and (ii) above, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;
(e) copies the occurrence of any material notices default or documents pertaining to event of default, or related to the Projects, receipt by the Borrower or the Borrower’s Member received from any Governmental Authority; andof its Subsidiaries of any written notice of an alleged default or event of default, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment Material Indebtedness of the lease by the tenant, Borrower or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentSubsidiaries;
(f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any Taking threatened in writing; termination, expiration or the occurrence loss of any Casualty Event resulting Material Agreement that, individually or in damage the aggregate, could reasonably be expected to result in a reduction in Annualized Adjusted Consolidated EBITDA of the Loan Parties of 5% or loss in excess more on a consolidated basis from the Annualized Adjusted Consolidated EBITDA for the most recent Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(a) or Section 5.1(b) of $500,000this Agreement; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of The Borrower will furnish to the Borrower setting forthAdministrative Agent, in reasonable detail, for delivery to each Lender the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.following:
Appears in 1 contract
Samples: Credit Agreement (Landmark Infrastructure Partners LP)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent (and the Administrative Agent shall provide a copy to each Lender) prompt written notice notice, after becoming aware of any Borrower has actual knowledge, of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal by or other proceedings, affecting any of against the Borrower Parties or any ProjectAffiliate thereof that, if adversely determined, is reasonably likely to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could is reasonably be expected likely to result in liability a Material Adverse Effect;
(d) the occurrence of the Borrower Parties any Casualty or Condemnation Event affecting an Eligible Unencumbered Asset in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default5,000,000;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower opening or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting closing (other than a material default by temporary closing permitted under the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the applicable lease or reciprocal easement agreement) of an Anchor Store at any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentEligible Unencumbered Asset;
(f) notice the increase or decrease by 10% or more of the gross leasable area of any Taking threatened in writing; or Eligible Unencumbered Asset;
(g) the occurrence of any Casualty Event resulting event of the type described in damage or loss clauses (i), (j) and (k) (with respect to any admission in excess writing only) of $500,000Section 7.01 with respect to any Subsidiary and the percentage of Capitalization Value attributable to such Subsidiary measured as of the most recent Compliance Certificate;
(h) subject to Section 3.04(b), any development that the Borrower believes in good faith is reasonably likely to result in a Material Adverse Effect; and
(gi) any other development change in the information provided in the Beneficial Ownership Certification delivered to such Lender that results in, or could reasonably be expected would result in a change to result in, a Material Adverse Effectthe list of beneficial owners identified in such certification. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Taubman Centers Inc)
Notices of Material Events. The Borrower shall give Issuers will furnish to the Administrative Agent and each Purchaser prompt (and in any event within two (2) Business Days) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Notes Party or any ProjectAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Notes Parties in an aggregate amount exceeding $250,0002,500,000;
(d) promptly after any material change in accounting or financial reporting practices by any Issuer or any Subsidiary, including without limitation the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such defaultmanner in which equipment is depreciated;
(e) copies of any material notices Lien (other than Permitted Encumbrances) or documents pertaining to claim made or related to the Projects, the Borrower or the Borrower’s Member received from asserted against any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentCollateral;
(f) notice any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance;
(g) within two (2) Business Days of receipt thereof, any Taking threatened in writing; and all default notices received under or the occurrence of with respect to any Casualty Event resulting in damage leased location or loss public warehouse where Collateral having an aggregate value in excess of $500,0002,500,000 is located;
(h) within two (2) Business Days after the occurrence thereof, any Notes Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment;
(i) any amendment, supplement or other modification of any First Lien Loan Document, any Floor Plan Loan Document or any other floor plan financing, together with a fully executed copy of such amendment, supplement or modification; and
(gj) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower Issuers setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Note Purchase Agreement (B. Riley Principal Merger Corp.)
Notices of Material Events. The Borrower shall give will furnish the following to the Administrative Agent prompt written notice after becoming aware of any of the followingand each Lender:
(a) Prompt written notice of the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature thereof and any action taken or proposed to be taken with respect thereto;
(b) the commencement (or threatened commencement in writing) Promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material legal which the Borrower or arbitral proceedings whether any of its Subsidiaries may be required to file with or not covered by insurance policies maintained by deliver to any securities exchange or for the BorrowerSEC, or any other Governmental Authority succeeding to the functions thereof, and (ii) upon the written request of the Administrative Agent, reports that the Borrower or any of its Subsidiaries sends to or files with the Federal Energy Regulatory Commission, the Borrower’s Member LPSC or any Governmental Authority succeeding to the Borrower’s Manager functions thereof, or any similar state or local Governmental Authority;
(c) Prompt written notice of (i) any material citation, summons, subpoena, order, notice, claim or proceeding received by, or brought against, the Borrower or any of its Subsidiaries, with respect to (x) any proceeding before any Governmental Authority (other than proceedings in accordance herewith the ordinary course of business before the LPSC), or (it being understood y) any real property under any Environmental Law, and (ii) any lapse or other termination of, or refusal to renew or extend, any material franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Governmental Authority (other than in the ordinary course of business), provided that any monetary claims asserted of the foregoing set forth in any proceeding whichthis subsection would, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;have a Material Adverse Effect; and
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a Prompt written notice of default from any change by either Mxxxx’x or S&P in the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectSenior Debt Rating. Cleco Corporation Credit Agreement Each notice delivered under this Section 8.02 6.2(a) or (c) shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Samples: Credit Agreement (Cleco Corp)
Notices of Material Events. The Upon obtaining knowledge thereof, the Borrower shall give will furnish to the Administrative Agent and each Lender prompt (but in any event not later than five Business Days after obtaining such knowledge) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature(including, without limitation, HMO Regulators and any material development in respect of such legal Insurance Regulators) against or other proceedings, affecting any of the Borrower Parties or any ProjectAffiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after the Borrower knows non-compliance with any contractual obligation or has reason requirement of law, including, without limitation, HMO Regulations and Insurance Regulations, that is not currently being contested in good faith by appropriate proceedings, if all such non-compliance in the aggregate could reasonably be expected to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received result in a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) copies the revocation of any material notices license, permit, authorization, certificate, qualification or documents pertaining to or related to the Projects, accreditation of the Borrower or the Borrower’s Member received from any Subsidiary by any Governmental Authority; and, with respect including, without limitation, HMO Regulators and Insurance Regulators, if all such revocations in the aggregate could reasonably be expected to Major Leases only, any notices received asserting result in a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000Material Adverse Effect; and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
Appears in 1 contract
Samples: Credit Agreement (Health Net Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt and each Lender written notice after becoming aware of any of the followingfollowing promptly upon obtaining knowledge thereof:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties or any ProjectAffiliate thereof that would reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,00075 million;
(d) promptly after the Borrower knows occurrence and nature of any Prohibited Transaction with respect to any Plan, or has reason a transaction the IRS or Department of Labor or any other Governmental Authority is reviewing to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received determine whether a written notice of default from the tenant under any Major Leasematerial Prohibited Transaction might have occurred, in either case, that could reasonably be expected to result in a notice of such defaultMaterial Adverse Effect;
(e) within two (2) Business Days (or such longer period as the Administrative Agent may agree) after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the extent such Swap Agreement relates to Secured Obligations, together with copies of any material notices all agreements evidencing such Swap Agreement or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentamendment;
(f) any material notice provided to the holders of any Taking threatened in writing; or the occurrence Convertible Debt along with a copy of any Casualty Event resulting in damage or loss in excess of $500,000such notice; and
(g) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 5.02 (other than clause (e) and clause (f) above) shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Etsy Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting the Borrower or any of the Borrower Parties or any Projectits Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,0001,000,000;
(d) promptly after the Borrower knows assertion of any Environmental Claim by any Person against, or has reason with respect to believe any default has occurred by the activities of, the Borrower or tenant under any Major Lease of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any Environmental Claim or alleged violation that, if adversely determined, would not (either individually or in the Borrower has received aggregate) have a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) copies of at any material notices or documents pertaining time after a Rating Upgrade Event shall have occurred and Collateral shall have been released pursuant to or related Section 6.10(a), to the Projects, extent the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for Subsidiaries receives notice thereof (and without duplication of Section 6.01(f)), the entire term thereof as previously disclosed downgrading of the Index Debt by either Moody's or Standard & Poor's to the Administrative Agent;
(f) notice of any Taking threatened in writing; xxlow "Baa3" or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000"BBB-", respectively; and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower shall give Borrowers will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingseither Borrower, affecting any of the either Borrower Parties or any ProjectSubsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect and of any judgment filed against either Borrower or any Subsidiary, final or otherwise, in an amount in excess of $1,000,000;
(c) the occurrence of any event or any other development (which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect) by which either Borrower or any Consolidated Subsidiary (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability;
(d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties Borrowers and the Consolidated Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default1,000,000;
(e) copies of any material notices or documents pertaining to or related to the Projectssetoff, the Borrower or the Borrower’s Member received from any Governmental Authority; andclaims (including, without limitation, with respect to Major Leases onlyreal property or intellectual property), withholdings or other defenses to which any notices received asserting a material default by the landlord under such lease, or relating to Collateral having an assignment aggregate fair market value in excess of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder$1,000,000, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent’s rights with respect to any Collateral having an aggregate fair market value in excess of $1,000,000, are subject;
(f) any notice given or action taken in respect of a claimed default or breach of the Transaction Documents and any Taking threatened in writing; claim for indemnification or reimbursement made with respect to the occurrence of Transaction Documents by any Casualty Event resulting in damage or loss in excess of $500,000party thereto; and
(g) any other development that or change in the business, assets, liabilities, financial condition or results inof operations of either Borrower or any Subsidiary which has, or could reasonably be expected to result inhave, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Crawford & Co)
Notices of Material Events. The Each of Holdings and the Borrower shall give will furnish or caused to be furnished to the Administrative Agent each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Defaultthat any Loan Party obtains actual knowledge of, including a description of specifying the same in reasonable detailnature and extent thereof;
(b) the filing or commencement (of, or threatened commencement in writing) any threat or notice of all material legal intention of any Person to file or arbitral proceedings commence, any action, suit or proceeding, whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually at law or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings equity or by or before any Governmental Authority of Authority, against, or affecting, any Loan Party that would reasonably be expected to result in a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectMaterial Adverse Effect;
(c) the occurrence if requested by Administrative Agent from time to time, copies of any annual report required to be filed in connection with each Pension Plan or Foreign Plan, and as soon as possible after, and in any event within 10 days after any Loan Party or any ERISA Affiliate obtains knowledge that, any ERISA Event (or any similar event with respect to a Foreign Plan) has occurred that, alone or together with any other ERISA Events that have occurred, could Event (or any similar event with respect to a Foreign Plan) would reasonably be expected to result in liability of the Borrower Parties any Loan Party or any ERISA Affiliate in an aggregate amount exceeding $250,00050,000;
(d) promptly as soon as possible and in no event later than five (5) Business Days after the Borrower knows receipt by any Loan Party, of a copy of any notice, summons, citation or has reason other written communication concerning any actual, alleged, suspected or threatened violation of any Environmental Law by, Environmental Claim against or Environmental Liability of, any Loan Party, in each case, which would reasonably be expected to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received have a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any material notices Loan Party with the Securities and Exchange Commission, or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect Authority succeeding to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunderfunctions of said Commission, or the vacation of all or a material portion of the premises by the tenantwith any national securities exchange, or a change in control of the tenant, or an election distributed by the tenant any Loan Party to terminate the lease or any other event or condition whichits shareholders generally, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentcase may be;
(f) intentionally omitted;
(g) promptly after any Loan Party (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934;
(h) intentionally omitted;
(i) any change in property manager under, or termination or cancellation of, an Approved Management Agreement;
(j) any notice of a default or event of default sent by a Loan Party or received by a Loan Party under any Taking threatened in writing; Approved Management Agreement or other Material Contract, or any Major Lease to which any Loan Party is a party or by which any Loan Party or any of its respective properties may be bound;
(k) the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results that, in Borrower’s good faith determination, has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and
(l) any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer of the Borrower or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Cantor Fitzgerald Income Trust, Inc.)
Notices of Material Events. The Borrower shall give Borrowers will furnish to the Administrative Agent prompt written notice after becoming aware of any of the following:
(a) after a Financial Officer obtains knowledge thereof, the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrowerafter a Financial Officer obtains knowledge thereof, the Borrower’s Member filing or the Borrower’s Manager in accordance herewith (it being understood that commencement of any monetary claims asserted in any action, suit or proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Loan Party or any ProjectSubsidiary or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) after a Financial Officer obtains knowledge thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major LeaseFinancial Officer obtains knowledge thereof, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) any change in any the Lead Borrower’s executive officers;
(f) after a Financial Officer obtains knowledge thereof, the filing of any Lien for unpaid taxes against any Loan Party in an amount in excess of $2,000,000;
(g) the discharge by any Loan Party of their present independent accountants or any withdrawal or resignation by such independent accountants;
(h) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof; and
(i) of any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Lead Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower shall give will -------------------------- furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingsthe Borrower, affecting any of the Borrower Parties or any ProjectSubsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses (i) through (iv), which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default1,000,000;
(e) copies any change in the fiscal year of any material notices or documents pertaining to or related to the Projects, the Borrower or any Subsidiary, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of each of the following:
(i) any Casualty Event resulting request for a material amendment, modification or waiver of any of the terms contained in damage any Major Distribution Agreement which, if granted, would result in, or loss could reasonably be expected to result in, a Material Adverse Effect, which notice shall be accompanied by a copy (if available) or summary of the terms of the proposed amendment, modification or waiver;
(ii) written notice from the manufacturer or supplier under any Major Distribution Agreement of any default or event of default, or the assertion by any party thereto of the occurrence of a default or event of default, under any such Major Distribution Agreement that results in, or could reasonably be expected to result in, a Material Adverse Effect, which notice shall be accompanied by a copy of any summary of the circumstances relating thereto, and an explanation of what action, if any, the applicable Loan Party intends to take with respect thereto; and
(iii) the assertion by any Person, whether in excess a proceeding before a Governmental Authority or otherwise, that any Major Distribution Agreement is void, invalid, unenforceable or subject to rejection, avoidance, rescission or reformation in any material respect which, if successful, would result in, could reasonably be expected to result in, a Material Adverse Effect, which notice shall be accompanied by a summary of $500,000the circumstances relating to such assertion together, if applicable, with copies of any pleadings or other submissions made to any Governmental Authority relating to such assertion; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 5.2 shall be ----------- accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower shall give to the Administrative Agent prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of (i) the Borrower Parties or any of their ERISA Affiliates (excluding the Operating Partnership) in an aggregate amount exceeding $250,0001,000,000 or (ii) the Operating Partnership or any of its ERISA Affiliates in an aggregate amount exceeding $5,000,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, Projects or the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth, in reasonable detail, the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Loan Agreement (Douglas Emmett Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt written notice after becoming aware of any and each Lender of the following:
(a) Prompt written notice of the occurrence of any (i) Event of Default or Event of Default, including specifying the nature and extent thereof and (ii) a description of the same in reasonable detailMaterial Adverse Change;
(b) Prompt written notice of (i) any material citation, summons, subpoena, order to show cause or other document naming the commencement Borrower or any of the Restricted Subsidiaries a party to any proceeding before any Governmental Authority, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other document, or (ii) any lapse or threatened commencement in writing) other termination of, or refusal to renew or extend, any material Intellectual Property, license, permit, franchise or other authorization issued to the Borrower or any of all material legal the Restricted Subsidiaries by any Person or arbitral proceedings whether or not covered by insurance policies maintained by or for the BorrowerGovernmental Authority, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood provided that any monetary claims asserted of the foregoing set forth in any proceeding whichthis subsection (b) could, individually or in the aggregate, exceeds $3,000,000 shall reasonably be deemed material), and expected to have a Material Adverse Effect or call into question the validity or enforceability of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectLoan Documents;
(c) Promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material which the occurrence Borrower or any of the Restricted Subsidiaries may be required to file with or deliver to any securities exchange or the SEC, or any other Governmental Authority succeeding to the functions thereof, (ii) copies of any ERISA Event thatstatement or report furnished to any holder of debt securities of the Borrower or of any of the Restricted Subsidiaries pursuant to the terms of any indenture, alone loan or together with credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other ERISA Events clause of this Section 6.2, (iii) material news releases and annual reports relating to the Borrower or any of the Restricted Subsidiaries, and (iv) upon the written request of the Administrative Agent, reports that have occurredthe Borrower or any of the Restricted Subsidiaries sends to or files with the Federal Energy Regulatory Commission, or any Governmental Authority succeeding to the functions thereof, or any similar state or local Governmental Authority;
(d) Prompt written notice of any order, notice, claim or proceeding received by, or brought against, the Borrower or any of the Restricted Subsidiaries, or with respect to any real property under any Environmental Law, that could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received have a written notice of default from the tenant under any Major Lease, a notice of such default;Material Adverse Effect; and
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) Prompt written notice of any Taking threatened change by either Xxxxx’x or S&P in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectSenior Debt Rating. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Section 6.1(a) or (b) or clauses (i) through (iii) of Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders on a confidential basis materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Administrative Agent will notify the Borrower in writing if it receives written notice from a Lender identifying itself as a Public Lender. The Borrower hereby agrees that it will notify the Administrative Agent in the event that any non-public information is included in the Borrower Materials and to cooperate with the Administrative Agent to ensure that such non-public information is not distributed to a Public Lender.
Appears in 1 contract
Samples: Credit Agreement (Cleco Corp)
Notices of Material Events. The Borrower shall give Each Loan Party will furnish or caused to be furnished to the Administrative Agent Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature and extent thereof;
(b) the filing or commencement (of, or threatened commencement in writing) any threat or notice of all material legal intention of any Person to file or arbitral proceedings commence, any action, suit or proceeding, whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually at law or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings equity or by or before any Governmental Authority of a material natureAuthority, and against, or affecting, any material development in respect of such legal Loan Party or other proceedings, affecting any of the Borrower Parties or any Projectits Subsidiaries that could reasonably be expected to result in a Material Adverse Effect;
(c) if requested by the occurrence Lender from time to time, copies of any annual report required to be filed in connection with each Pension Plan or Foreign Plan, and as soon as possible after, and in any event within ten days after any Loan Party or any ERISA Affiliate knows or has reason to know that, any ERISA Event (or any similar event with respect to a Foreign Plan) has occurred that, alone or together with any other ERISA Events that have occurred, Event (or any similar event with respect to a Foreign Plan) could reasonably be expected to result in liability of the Borrower Parties any Loan Party or any ERISA Affiliate in an aggregate amount exceeding $250,000the Threshold Amount;
(d) promptly as soon as possible and in no event later than five (5) Business Days after the Borrower knows receipt by any Loan Party or has reason any of its Subsidiaries, of a copy of any notice, summons, citation or other written communication concerning any actual, alleged, suspected or threatened violation of any Environmental Law by, Environmental Claim against or Environmental Liability of, any Loan Party or any of its Subsidiaries, in each case, which could reasonably be expected to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received have a written notice of default from the tenant under any Major Lease, a notice of such defaultMaterial Adverse Effect;
(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any material notices Loan Party or documents pertaining to any of its Subsidiaries with the Securities and Exchange Commission, or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect Authority succeeding to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunderfunctions of said Commission, or the vacation of all or a material portion of the premises by the tenantwith any national securities exchange, or a change in control of the tenant, or an election distributed by the tenant any Loan Party to terminate the lease or any other event or condition whichits shareholders generally, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentcase may be;
(f) notice promptly after the furnishing thereof, copies of any Taking threatened in writing; statement or the occurrence report furnished to any holder of debt securities of any Casualty Event resulting in damage Loan Party or loss in excess of $500,000; andany of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 6.2;
(g) promptly after any other development that results inLoan Party or any of its Subsidiaries (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered (ii) registering securities under this Section 8.02 shall be accompanied by a statement of an Authorized Officer 12 of the Borrower setting forth, in reasonable detail, the details Securities Exchange Act of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.1934,
Appears in 1 contract
Notices of Material Events. The Borrower shall give will provide, or cause to be provided, to the Administrative Agent prompt written notice after becoming aware of upon, and in any event within four Business Days following, any of the followingParent and its Subsidiaries having knowledge of:
(a) the occurrence of any Default or any Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Parent and its Subsidiaries that, if adversely determined after the application of reserves established in accordance with GAAP or any Projectinsurance proceeds reasonably expected in connection therewith, would reasonably be expected to result in a Material Adverse Effect;
(c) receipt of notice from the Securities and Exchange Commission (or similar or comparable body) concerning the investigation or possible investigation regarding financial performance or results from operations of the Parent and its Subsidiaries;
(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in a liability any of the Borrower Parties Parent and its Subsidiaries or ERISA Affiliates in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default1,000,000;
(e) copies of any material notices casualty or documents pertaining other damage to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by Collateral (it being acknowledged and agreed that any such casualty or damage with respect to which the tenantcost of repair, replacement or a change in control restoration exceeds or is reasonably expected to exceed $1,000,000 shall be deemed material for the purposes hereof) or the commencement of any action or proceeding for the tenant, or an election by the tenant to terminate the lease taking of any portion of any Collateral or any other event part thereof or condition which, as reasonably determined interest therein under power of eminent domain or by the Borrower, would impact the obligation of the tenant thereunder to pay rent condemnation or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentsimilar proceeding;
(f) notice any material amendment or termination of any Taking threatened Material Contract to which any of the Parent and its Subsidiaries is a party or any breach of, or noncompliance by any of the Parent and its Subsidiaries with, its obligations thereunder, in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development each case that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each , or any receipt of any written notification with respect to any alleged breach of, or noncompliance by any of the Parent and its Subsidiaries with, its obligations under any agreement that results in, or would reasonably be expected to result in, a Material Adverse Effect;
(g) any other event, condition, development or circumstance that results in, or would reasonably be expected to result in, a Material Adverse Effect;
(h) any amendment or modification of, or supplement to, any Organizational Document, together with true and complete copies thereof; and
(i) each notice delivered under this Section 8.02 7.2 shall be accompanied by a statement of an Authorized Financial Officer of the Borrower Certification setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.; and
(j) Promptly, and in any event within five days, after becoming aware of thereof, written notice to the Administrative Agent and the Lenders of any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification. Documents required to be delivered pursuant to Sections 7.1(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by facsimile transmission or other electronic mail transmission) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (A) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar Platform (as referenced and defined in Section 11.1(d)) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Lead Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.15); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent and any Affiliate thereof and the Lead Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx the Borrower Materials “PUBLIC”.
Appears in 1 contract
Samples: Credit Agreement (Pfsweb Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent Lenders prompt written notice after becoming aware of any of the following:
(a) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(b) a Change of Control or potential Change of Control;
(c) a revocation, cancellation or relinquishment of any Material License held by the Borrower or any Restricted Subsidiary to operate satellite component facilities,
(d) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(ce) the occurrence of any ERISA Event thatdefault under (i) any Material Contract, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of (ii) the Borrower Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease15% Notes Indenture, or relating to an assignment of (iii) the lease by Exchangeable Notes Indenture, in each case, whether or not the tenantapplicable non-defaulting party, has exercised, or a subletting of all or substantially all of the premises thereunderis permitted to exercise, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentrights and remedies on account thereof;
(f) notice any material notices and other material communications from any shareholder of TerreStar Parent with respect to any Taking threatened of (i) the Transactions, (ii) the Spectrum Contribution Transactions, (iii) the Exchangeable Notes issued on or about the Effective Date, and (iv) the additional 15% Notes issued on or about the Effective Date;
(g) any material change in writing; accounting policies or financial reporting practices by the occurrence of Borrower or any Casualty Event resulting in damage or loss in excess of $500,000Restricted Subsidiary thereof; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each ; provided, that each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth, in reasonable detail, (x) alerting the Lenders whether the details of the event or development requiring such notice include any material, non-public information relating to the Borrower or its business, (y) describing such details, and (z) setting forth any action taken or proposed to be taken with respect thereto. Upon receipt of such statement, any Lender may, in its sole discretion, disregard the details provided with such Officer's statement and waive its rights to notice under this Section of such event or development.
Appears in 1 contract
Samples: Purchase Money Credit Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt (and, in any event within 5 Business Days after the occurrence thereof) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that (i) seeks to revoke any Gaming Authorization, (ii) seeks damages in excess of a material nature$10,000,000, and (iii) seeks injunctive relief, (iv) alleges criminal misconduct by any material development in respect of such legal Loan Party, (v) contests any tax, fee, assessment, or other proceedingsgovernmental charge in excess of $10,000,000, affecting any of the Borrower Parties or any Project(vi) if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,00010,000,000;
(d) promptly after the Borrower knows or has reason to believe occurrence of any default has occurred by the Borrower or tenant under any Major Lease agreement, instrument or other document evidencing Material Indebtedness that could result in such Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the Borrower has received a written notice giving of default from notice, the tenant under any Major Lease, a notice lapse of time or both) the holder or holders of such defaultMaterial Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; andAuthority shall take any action to condemn, with respect to Major Leases onlyseize or otherwise appropriate, or take control of, any notices received asserting a material default by the landlord under such leaseMaterial Portion, or relating to an assignment of the lease by the tenantany Material Portion is lost, stolen or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentdestroyed;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. (a) The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the followingfollowing after a Responsible Officer of the Borrower has knowledge thereof:
(ai) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(bii) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained proceeding by or for before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower’s Member Borrower or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect;
(iii) the Borrower’s Manager occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in accordance herewith (it being understood that any monetary claims asserted in any proceeding whicheach of the preceding clauses, which individually or in the aggregate, exceeds $3,000,000 shall could reasonably be deemed material), and of all proceedings by or before any Governmental Authority of expected to result in a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectMaterial Adverse Effect;
(civ) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,0002,500,000;
(dv) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage default or loss in excess event of $500,000default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries;
(vi) promptly after any Loan Party’s receipt thereof, notice of any final decision of a contracting officer disallowing costs, which disallowed costs arise out of any audit of Government Contracts of any Loan Partyand which could reasonably be expected to have a Material Adverse Effect; and
(gvii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. .
(b) Each notice delivered under this Section 8.02 5.2 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower shall give will furnish or caused to the Administrative Agent be furnished to Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of specifying the same in reasonable detailnature and extent thereof;
(b) the filing or commencement (of, or threatened commencement any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in writing) of all material legal equity or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrowerbefore any Governmental Authority, the Borrower’s Member against, or the Borrower’s Manager affecting, Borrower that could reasonably be expected to result in accordance herewith (it being understood that any equitable relief or monetary claims asserted in any proceeding whichjudgment(s), individually or in the aggregate, exceeds in excess of $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project3,000,000;
(c) the occurrence copies of any annual report required to be filed in connection with each Pension Plan if requested by Xxxxxx from time to time, and as soon as possible after, and in any event within 10 days after Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Events that have occurred, Event could reasonably be expected to result in liability of the Borrower Parties or any ERISA Affiliate in an aggregate amount exceeding $250,0003,000,000;
(d) promptly as soon as possible and in no event later than five Business Days after the Borrower knows receipt by Xxxxxxxx of a copy of any notice, summons, citation or has reason to believe other written communication concerning any default has occurred by the Borrower actual, alleged, suspected or tenant under threatened violation of any Major Lease Environmental Law by, Environmental Claim against or the Borrower has received a written notice of default from the tenant under any Major LeaseEnvironmental Liability of, a notice of such defaultXxxxxxxx;
(e) promptly after the furnishing thereof, copies of any material notices statement or documents pertaining report furnished to or related any holder of debt securities of Borrower pursuant to the Projectsterms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to Lender pursuant to Section 6.1 (including, for the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases onlyavoidance of doubt, any notices received asserting a material default by the landlord under such lease, or relating Private Rating Rationale Report furnished to an assignment each holder of the lease by Notes under (and as such term is defined in) the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentNote Purchase Agreement);
(f) promptly after the furnishing or receipt thereof, copies of each material notice or other material correspondence furnished to or received from any Governmental Authority (including, without limitation, the New York Public Service Commission or Pennsylvania Public Utility Commission);
(g) promptly after the furnishing or receipt thereof, copies of each Debt Rating letter or other material correspondence furnished to or received from any Taking threatened in writing; or rating organization;
(h) the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and
(i) any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer of the Borrower or other executive officer of Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement
Notices of Material Events. The Borrower shall give will provide, or cause to be provided, to the Administrative Agent prompt written notice after becoming aware of upon, and in any event within four Business Days following, any of the followingParent and its Subsidiaries having knowledge of:
(a) the occurrence of any Default or any Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Parent and its Subsidiaries that, if adversely determined after the application of reserves established in accordance with GAAP or any Projectinsurance proceeds reasonably expected in connection therewith, would reasonably be expected to result in a Material Adverse Effect;
(c) receipt of notice from the Securities and Exchange Commission (or similar or comparable body) concerning the investigation or possible investigation regarding financial performance or results from operations of the Parent and its Subsidiaries;
(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in a liability any of the Borrower Parties Parent and its Subsidiaries or ERISA Affiliates in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default1,000,000;
(e) copies of any material notices casualty or documents pertaining other damage to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by Collateral (it being acknowledged and agreed that any such casualty or damage with respect to which the tenantcost of repair, replacement or a change in control restoration exceeds or is reasonably expected to exceed $1,000,000 shall be deemed material for the purposes hereof) or the commencement of any action or proceeding for the tenant, or an election by the tenant to terminate the lease taking of any portion of any Collateral or any other event part thereof or condition which, as reasonably determined interest therein under power of eminent domain or by the Borrower, would impact the obligation of the tenant thereunder to pay rent condemnation or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agentsimilar proceeding;
(f) notice any material amendment or termination of any Taking threatened Material Contract to which any of the Parent and its Subsidiaries is a party or any breach of, or noncompliance by any of the Parent and its Subsidiaries with, its obligations thereunder, in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development each case that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each , or any receipt of any written notification with respect to any alleged breach of, or noncompliance by any of the Parent and its Subsidiaries with, its obligations under any agreement that results in, or would reasonably be expected to result in, a Material Adverse Effect;
(g) any other event, condition, development or circumstance that results in, or would reasonably be expected to result in, a Material Adverse Effect;
(h) any amendment or modification of, or supplement to, any Organizational Document, together with true and complete copies thereof; and
(i) each notice delivered under this Section 8.02 7.2 shall be accompanied by a statement of an Authorized Financial Officer of the Borrower Certification setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to Sections 7.1(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by facsimile transmission or other electronic mail transmission) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (A) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar Platform (as referenced and defined in Section 11.1(d)) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Lead Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.15); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent and any Affiliate thereof and the Lead Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx the Borrower Materials “PUBLIC”.
Appears in 1 contract
Samples: Credit Agreement (Pfsweb Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent prompt written notice after becoming aware of any and each Lender of the following:
(a) Prompt written notice of the occurrence of any (i) Event of Default or Event of Default, including specifying the nature and extent thereof and (ii) a description of the same in reasonable detailMaterial Adverse Change;
(b) Prompt written notice of (i) any material citation, summons, subpoena, order to show cause or other document naming the commencement Borrower or any of the Restricted Subsidiaries a party to any proceeding before any Governmental Authority, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other document, or (ii) any lapse or threatened commencement in writing) other termination of, or refusal to renew or extend, any material Intellectual Property, license, permit, franchise or other authorization issued to the Borrower or any of all material legal the Restricted Subsidiaries by any Person or arbitral proceedings whether or not covered by insurance policies maintained by or for the BorrowerGovernmental Authority, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood provided that any monetary claims asserted of the foregoing set forth in any proceeding whichthis subsection (b) could, individually or in the aggregate, exceeds $3,000,000 shall reasonably be deemed material), and expected to have a Material Adverse Effect or call into question the validity or enforceability of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any ProjectLoan Documents;
(c) Promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material which the occurrence Borrower or any of the Restricted Subsidiaries may be required to file with or deliver to any securities exchange or the SEC, or any other Governmental Authority succeeding to the functions thereof, (ii) copies of any ERISA Event thatstatement or report furnished to any holder of debt securities of the Borrower or of any of the Restricted Subsidiaries pursuant to the terms of any indenture, alone loan or together with credit or similar agreement and not otherwise required Screening Data Part 1 of 2 to be furnished to the Lenders pursuant to any other ERISA Events clause of this Section 6.2 , (iii) material news releases and annPuaagler2e8p0o4rtsofr9el8a0t8ing to the Borrower or any of the Restricted Subsidiaries, and (iv) upon the written request of the Administrative Agent, reports that have occurredthe Borrower or any of the Restricted Subsidiaries sends to or files with the LPSC and the Federal Energy Regulatory Commission, or any Governmental Authority succeeding to the functions thereof, or any similar state or local Governmental Authority;
(d) Prompt written notice of any order, notice, claim or proceeding received by, or brought against, the Borrower or any of the Restricted Subsidiaries, or with respect to any real property under any Environmental Law, that could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received have a written notice of default from the tenant under any Major Lease, a notice of such default;Material Adverse Effect; and
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) Prompt written notice of any Taking threatened change by either Moody’s or S&P in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectSenior Debt Rating. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.. Documents required to be delivered pursuant to Section 6.1(a) or (b) or clauses (i) through (iii) of Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.1 ; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions ( i.e. , soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders on a confidential basis materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “ Public Lender ”). The Administrative Agent will notify the Borrower in writing if it receives written notice from a Lender identifying itself as a Public Lender. The Borrower hereby agrees that it will notify the Administrative Agent in the event that any non-public information is included in the Borrower Materials and to cooperate with the Administrative Agent to ensure that such non-public information is not distributed to a Public Lender. Screening Data Part 1 of 2
Appears in 1 contract
Samples: Executive Employment Agreement
Notices of Material Events. The Borrower Parent Guarantor shall give and, to the extent applicable, shall cause each of its Subsidiaries to furnish to the Administrative Agent prompt and each Lender a written notice after becoming aware (prepared in reasonable detail) of the existence or occurrence of any of the following:events described in this Section 8.02 within five (5) Business Days after a Responsible Officer of the Parent Guarantor first obtains knowledge of such existence or occurrence; provided, that for so long as the Parent Guarantor is subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act, neither the Parent Guarantor nor any other Person acting on its behalf will provide, or be obligated to provide, to the Administrative Agent or any Lender or their respective representatives or agents any information, other than the information described in clause (a) below, that the Parent Guarantor reasonably believes constitutes material non-public information, unless prior thereto such receiving Person shall have confirmed to the Borrower in writing that it consents to receive such information; provided, further, that the Parent Guarantor acknowledges and confirms that each Secured Party shall be relying on the foregoing covenant in effecting transactions involving securities of the Parent Guarantor.
(a) the The occurrence of any Default or Event of Default, including a description of the same in reasonable detail;.
(b) The occurrence of any event with respect to any property or assets of the commencement Parent Guarantor or any of its Subsidiaries resulting in a Loss aggregating $1,000,000 (or threatened commencement the Equivalent Amount in writingother currencies) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;more.
(c) Any Claim, action, suit, notice of violation, hearing, investigation or other proceedings pending, or to any Obligor’s knowledge, threatened against or affecting any Obligor or any of its Subsidiaries or with respect to the occurrence ownership, use, maintenance and operation of any ERISA Event their respective businesses, operations or properties (including in respect of environmental matters), whether made by a Governmental Authority or other Person that, alone or together with any other ERISA Events that have occurredif adversely determined, which could reasonably be expected to result in liability a Loss of the Borrower Parties in an aggregate amount exceeding $250,000;1,000,000 or more.
(d) promptly (i) On or prior to the date of any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within ten (10) days, after the Borrower any Responsible Officer of any ERISA Affiliate knows or has reason to believe know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any default has occurred Title IV Plan or Multiemployer Plan a notice in writing describing such waiver request in reasonable detail and including any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice, if any, filed with the PBGC or the IRS pertaining thereto.
(i) The termination of any Material Agreement other than in accordance with its terms, including as a result of a breach or default, (ii) the entering into of any new Material Agreement by any Obligor or any of its Subsidiaries (and a copy thereof) or (iii) any material amendment to a Material Agreement (and a copy thereof).
(f) Any reports and notices required to be delivered pursuant to the Security Documents.
(g) Notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving any Obligor or any of its Subsidiaries.
(h) Any licensing agreement or similar arrangement entered into by any Obligor or any of its Subsidiaries in connection with any infringement or alleged infringement by the Borrower Parent Guarantor or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under its Subsidiaries of any Major Lease, a notice Intellectual Property of such default;another Person.
(ei) copies Notice of the filing or other acquisition of any material notices registrations or documents pertaining to applications for Material Intellectual Property by any Obligor or related to any of its Subsidiary after the Projects, the Borrower or the Borrower’s Member received from any Governmental Authoritydate hereof; andprovided that, with respect to Major Leases onlyany such Material Intellectual Property filed or acquired in any fiscal quarter, notice thereof pursuant to this Section 8.02(i) shall not be made later than (and shall be permitted to made at the same frequency as) the delivery of financial statements for such fiscal quarter required pursuant to Section 8.01(a).
(j) Any change to any notices received asserting a material default by the landlord under such lease, Obligor’s or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed Subsidiaries’ ownership of any Obligor Accounts, by delivering to the Administrative Agent;Agent a prompt notice setting forth a complete and correct list of all changes to such accounts.
(fk) notice The occurrence or existence of any Taking threatened in writing; event, circumstance, act or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development omission that results has resulted in, or could reasonably be expected to result in, a Material Adverse EffectEffect or a Material Regulatory Event.
(l) The occurrence of any Claim related to any Product or inventory involving more than $500,000, written notice thereof from a Responsible Officer of the such Obligor which notice shall include a statement setting forth details of such Claim. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Responsible Officer of the Borrower Parent Guarantor setting forth, in reasonable detail, forth the details of the event or development occurrence requiring such notice and any action taken or proposed to be taken with respect theretothereto (if applicable). Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. Notwithstanding anything to the contrary set forth above in this Section 8.02, information required to be delivered pursuant to this Section 8.02 shall be deemed to have been delivered on the date the Parent Guarantor notifies the Administrative Agent and Lenders that such information has been made publicly available on the SEC’s EXXXX system website and provides the Administrative Agent and the Lenders with a link to such disclosed information.
Appears in 1 contract
Notices of Material Events. The Borrower shall give furnish to the Administrative Agent Agent, which shall furnish to each Lender and Secured Counterparty, to the extent applicable, prompt written notice after becoming aware of any of the following:
(a) the occurrence within 5 Business Days of any of its Authorized Representatives becoming aware of any Default or Event of Default, including with a description written statement specifying such Default or Event of Default and what action the same in reasonable detailBorrower is taking or proposes to take with respect thereto;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and Financial Officer or another executive officer of the Borrower or any material development in respect of such legal or other proceedingsits Subsidiaries, affecting any of Borrower Group Party, Parent or any other Guarantor, or any adverse development in any such pending action, suit or proceeding affecting any Borrower Group Party, Parent or any other Guarantor not previously disclosed in writing by the Borrower Parties to the Administrative Agent, that in each case could reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of this Agreement or any Projectother Loan Document;
(c) the occurrence or, or upon any of its Authorized Representatives becoming aware of the forthcoming occurrence of, one or more ERISA Events which could, individually or in the aggregate reasonably be expected to have a Material Adverse Effect;
(d) any change in the ratings of the credit facilities made available under this Agreement by S&P or Xxxxx'x, or any notice from either such agency indicating it has placed the Parent, the Borrowers or such credit facilities on a "CreditWatch" or "WatchList" or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating such credit facilities;
(e) any casualty or other damage to any material portion of the Collateral or the commencement of any ERISA Event that, alone action or together proceeding for the taking of any material portion of or any material interest in the Collateral under power of eminent domain or by condemnation or by arrest or similar proceeding;
(i) any counterparty to any Material Contract notifies the Borrower or any of its Subsidiaries that the Borrower or any of its Subsidiaries has breached or failed to comply with any other ERISA Events that have occurredof its covenants and obligations under any Material Contract, could to the extent such breach or failure to comply would reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;
a Material Adverse Effect, or (dii) promptly after the Borrower knows or has reason to believe any default has occurred Material Contract is entered into by the Borrower or tenant under any Major Lease or of its Subsidiaries, and, in the Borrower has received a written notice case of default from the tenant under any Major Leaseclause (i), a notice of such default;
(e) copies with an explanation of any material notices or documents pertaining to or related to the Projects, actions being taken by the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for Subsidiaries with respect thereto and, in the entire term thereof as previously disclosed case of clause (ii), with a copy of such Material Contract (to the Administrative Agent;
extent the delivery thereof is not prohibited under the terms of such Material Contract (f) notice other than any such prohibition that shall have been agreed to by the Borrower or any of any Taking threatened in writing; or its Subsidiaries with the occurrence intent of any Casualty Event resulting in damage or loss in excess of $500,000avoiding compliance with this Section 7.06(f)); and
(g) any other development (including notice of any Environmental Liability) that results inhas resulted, or could would reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section 8.02 7.06 shall be accompanied by a written statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Such Borrower shall give will furnish to the Administrative Agent Agent, the Issuing Bank and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingsBorrower, affecting any of the Borrower Parties or any ProjectSubsidiary of any Borrower that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any event or any other development by which any Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) incurs or, to the knowledge of any Borrower, otherwise becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any potential claim for any Environmental Liability and in each of the preceding clauses, which could reasonably be expected to result in a Material Adverse Effect;
(d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the any Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default50,000,000;
(e) copies any change in the rating of any material notices or documents pertaining to or related to the Projects, the Borrower or the either Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default senior unsecured debt without credit enhancement by the landlord under such lease, Xxxxx’x or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000S&P; and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Notices of Material Events. The Borrower shall give Borrowers will furnish to the Administrative each Agent prompt written notice after becoming aware notice, upon a Responsible Officer’s obtaining actual knowledge, of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingsthe Borrowers, affecting any of the Borrower Parties Borrowers or any ProjectSubsidiary which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any event or any other development by which the Borrowers or any of their Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect;
(d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower Parties Borrowers and their Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default100,000;
(e) copies the occurrence of any material notices default or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment event of the lease by the tenant, or a subletting of all or substantially all of the premises thereunderdefault, or the vacation receipt by Borrowers or any of all their Subsidiaries of any written notice of an alleged default or a material portion event of default, in respect of any Material Indebtedness of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease Borrowers or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agenttheir Subsidiaries;
(f) the entering into by a Borrower of any Exchange Agreement and the material terms of such agreement;
(g) any material transaction with an Affiliate of a Borrower, whether or not in the Ordinary Course of Business;
(h) any material claim made or asserted by a Borrower against the Seller or by the Seller against a Borrower in connection with the Acquisition;
(i) the receipt by the Borrowers or any of their Subsidiaries of any notice of any Taking threatened in writing; material non-compliance with or the occurrence violation of any Casualty Event resulting in damage applicable federal, state or loss in excess local law, statute or regulation governing the sale, storage or transportation of $500,000oil or any such agreement; and
(gj) any material non-compliance, unreasonable delay or other default of which written notice was issued or received by a Borrower under a Qualified Marketing Document or the termination of any Qualified Marketing Document;
(k) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 5.10 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Delek US Holdings, Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority against or, to the knowledge of a material nature, and any material development in respect of such legal or other proceedingsthe Borrower, affecting any of the Borrower Parties or any ProjectSubsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties or its Subsidiaries in an aggregate amount exceeding $250,000750,000;
(d) promptly after any investigation of the Borrower knows Parent or has reason to believe any default has occurred of its Subsidiaries (including the Borrower) by any Governmental Agency having regulatory authority over the Borrower Parent or tenant under any Major Lease or such Subsidiary (other than examinations of the Borrower has received a written notice of default from the tenant under Parent and/or any Major Lease, a notice of such defaultSubsidiary);
(e) copies the issuance of any material notices or documents pertaining to or related to the Projects, the Borrower cease and desist order or the Borrower’s Member received from receipt of any Governmental Authority; andoral notification that a cease and desist order will be forthcoming, with respect to Major Leases onlywritten agreement, any notices received asserting a material default cancellation of insurance or other public or enforcement action by the landlord under such lease, FDIC or relating to an assignment of other Governmental Authority having regulatory authority over the lease by the tenant, Parent or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for Subsidiaries (including the entire term thereof as previously disclosed to the Administrative AgentBorrower);
(f) notice the issuance of any Taking threatened in writing; informal enforcement action, including, without limitation, a memorandum of understanding, or proposed disciplinary action by or from any Governmental Authority having regulatory authority over the occurrence Parent or any of its Subsidiaries (including the Borrower), to the extent that such Person is permitted to disclose such information (provided that the Borrower shall, and shall cause any Casualty Event resulting in damage or loss in excess of $500,000such Person to, take all reasonable efforts to obtain any necessary regulatory consents); and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a written statement of an Authorized a Responsible Officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Subordinated Term Loan Agreement (United Community Banks Inc)
Notices of Material Events. The Borrower shall give Company will furnish to the Administrative Agent (for distribution to each Lender) prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description Default known to any Responsible Officer of the same in reasonable detailCompany;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of against the Borrower Parties Company or any ProjectSubsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after any casualty or other insured damage to any material portion of the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease Collateral or the Borrower has received a written notice commencement of default from any action or proceeding for the tenant taking of any material portion of the Collateral or interest therein under any Major Lease, a notice power of such defaulteminent domain or by condemnation or similar proceeding;
(e) copies of any material notices Specified Real Property is, or documents pertaining to or related to the Projectsbecomes, the Borrower or the Borrower’s Member received from any Governmental Authoritya Flood Hazard Property; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development known by a Responsible Officer of the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 7.02 shall be accompanied by a statement of an Authorized a Responsible Officer of the Borrower Company setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Loan Parties hereby acknowledge that (A) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each of the Loan Parties hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Joint Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to such Loan Parties or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent and any Affiliate thereof and each of the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information. The Loan Parties acknowledge and agree that the list of Competitors does not constitute material non-public information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto).
Appears in 1 contract
Samples: Credit Agreement (Zep Inc.)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent Agents prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the filing or commencement (of any action, suit or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Loan Party or any ProjectAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000a Material Adverse Effect;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;
(e) any change in any Loan Party’s senior executive officers (Executive Vice President or higher) that must be reported to the SEC;
(f) any failure by any Loan Party to pay rent at any of such Loan Party’s locations, which failure continues for more than ten (10) days following the day on which such rent first came due, which failure could reasonably likely have a Material Adverse Effect;
(g) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants;
(h) any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent;
(i) the filing of any Lien for unpaid Taxes in an amount exceeding $500,000 against any Loan Party that would reasonably be expected to have priority over the Lien of the Collateral Agent in the Collateral; and (j) the renewal or extension of the term of the private label credit card program with World Financial Network National Bank or the termination of such program and the replacement of World Financial Network National Bank with any other third party administering a private label credit card program for any of the Loan Parties. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Notices of Material Events. The Borrower shall give to the Administrative Agent prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member Member/General Partner or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, Projects or the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth, in reasonable detail, the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Loan Agreement (Douglas Emmett Inc)
Notices of Material Events. The Borrower shall give Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened commencement against any Loan Party or any Subsidiary that (i) seeks damages in writingexcess of the Threshold Amount, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of all material legal Law, or arbitral proceedings seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of the Threshold Amount in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any product recall;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;
(d) any loss, damage, or destruction to the Collateral in the amount of the Threshold Amount or more, whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Projectinsurance;
(ce) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located;
(f) all material amendments to Material Agreements, together with a copy of each such amendment;
(g) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment;
(h) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Loan Parties and their Subsidiaries in an aggregate amount exceeding $250,000the Threshold Amount;
(di) promptly after the Borrower knows any material change in accounting or has reason to believe financial reporting practices by any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such defaultSubsidiary;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and
(gj) any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect;
(k) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification; and
(l) as soon as the Borrowers have knowledge thereof, notice of the occurrence of any event described in clauses (s) or (t) of Article VII and, promptly after the receipt by a Borrower or its Subsidiaries thereof, copies of each notice to a Borrower or Subsidiary related to an event described in clauses (s) or (t) of Article VII. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower Representative setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Highland Transcend Partners I Corp.)
Notices of Material Events. The Borrower shall give Credit Parties will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detailDefault (delivered no later than five Business Days after such occurrence);
(b) the commencement (receipt of any material adverse notice or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member report regarding any Franchise or the Borrower’s Manager in accordance herewith (it being understood that filing or commencement of any monetary claims asserted in any action, suit or proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any arbitrator or Governmental Authority of a material nature, and any material development in respect of such legal against or other proceedings, affecting any of the Borrower Parties Credit Party or any ProjectAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Credit Parties in an aggregate amount exceeding $250,000100,000;
(d) promptly after the Borrower knows acquisition or has reason to believe creation of any default has occurred by the Borrower or tenant under any Major Lease Subsidiary of a Credit Party or the Borrower has received a written notice completion of default from the tenant under any Major Lease, a notice of such defaultAcquisition;
(e) copies any material change in the budget of the Credit Parties, any amendment or modification of any material notices agreement listed on Schedule 4.14, any new or documents pertaining to renewed ------------- insurance policies or related to any change in the Projects, ownership of the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative AgentSubsidiary Guarantor;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage event that would require the Borrower to make a prepayment of the Loans or loss in excess of $500,000reduce any Commitment pursuant to Section 2.9(b); and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 6.2 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Teltrust Inc)
Notices of Material Events. The Borrower shall give will furnish to the Administrative Agent and each Lender prompt written notice after becoming aware of any of the following:
(a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail;
(b) the commencement (receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened commencement against any Loan Party that (i) seeks damages in writingexcess of $500,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of all material legal any law regarding, or arbitral proceedings seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $500,000.00, or (vii) involves any product recall;
(c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;
(d) any loss, damage, or destruction to the Collateral in the amount of $500,000.00 or more, whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Projectinsurance;
(ce) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof);
(f) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days);
(g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties and its Subsidiaries in an aggregate amount exceeding $250,000;
(d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default;
(e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent;
(f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000500,000.00; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized a Financial Officer or other executive officer of the Borrower setting forth, in reasonable detail, forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Appears in 1 contract
