Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) 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 Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party; (e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP); (f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)
Notices of Material Events. The Borrower will furnish Furnish the following to the Administrative Agent and each Lender prompt written notice of the followingin writing:
(a) promptly after any Responsible Officer of Parent, Holdings or the occurrence Borrower has actual knowledge of any Default or Event of Default has occurred, notice of such Default or Event of Default;
(b) as soon as any Responsible Officer of Parent, Holdings or the filing Borrower has actual knowledge of the occurrence thereof, prompt notice of all legal or commencement arbitral proceedings, and of any action, suit or proceeding all proceedings by or before any arbitrator governmental or Governmental Authority regulatory authority or agency, and of any material development in respect of such legal or other proceedings, against or affecting the Borrower Parent or any Affiliate thereof of its Subsidiaries that, could reasonably be expected to be adversely determined, and if adversely so determined, could reasonably be expected to result in a Material Adverse Effectaggregate liabilities or damages in excess of $50,000,000 over available insurance or indemnification by creditworthy third parties that have not denied such insurance or indemnification;
(c) (i) as soon as possible after any Responsible Officer of Parent, Holdings or the Borrower has actual knowledge that any ERISA Event has occurred or exists, notice of the occurrence of any (i) such ERISA Event that(and as soon as practicable thereafter, alone a copy of any report or together notice required to be filed with any other or given to the PBGC by Parent, Holdings or an ERISA Events that have occurredAffiliate with respect to such ERISA Event), if such ERISA Event could reasonably be expected to result in liability aggregate liabilities in excess of the Borrower $50,000,000 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination if requested by the Administrative Agent, promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Pension Plan of the Borrower Parent, Holdings or any ERISA Affiliate is considered an at-risk plan has requested with respect to any Multiemployer Plan; provided, that if Parent, Holdings or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 any of the Code ERISA Affiliates have not requested such documents or Sections 303notices from the administer or sponsor of the applicable Multiemployer Plan, 304 then, upon reasonable request of the Administrative Agent, Parent, Holdings and/or the ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and 305 Parent shall provide copies of ERISAsuch documents and notices to the Administrative Agent promptly after receipt thereof and further provided that the rights granted to the Administrative Agent in this Section 8.2(c)(ii) shall be exercised not more than once during a 12-month period;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which reasonably promptly after a Responsible Officer of Parent, Holdings or the surviving Person’s registration remains effective, any suspension or termination Borrower has actual knowledge of the registration assertion thereof, notice of any Environmental Claim by any Person against, or with respect to the Borrower activities of, Parent or any of its Subsidiaries as an investment adviser under the Investment Advisers Act and notice of 1940, as amendedany alleged violation of, or non-compliance with, any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower Environmental Laws or any of its Subsidiaries is Environmental Permits other than any Environmental Claim or alleged violation or non-compliance that, could reasonably be expected to be adversely determine and if so determined could not (either individually or in the aggregate) reasonably be expected to result in a party;Material Adverse Effect (after giving effect to available insurance or indemnification by creditworthy third parties); and
(e) prompt notice after a Responsible Officer of any material change in accounting policies Parent, Holdings or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) has actual knowledge of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 8.2 shall be accompanied by a statement of a Financial Responsible Officer of Parent or other executive officer of the Borrower setting forth in reasonable detail the details facts and circumstances of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 3 contracts
Samples: Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags Entertainment Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and for delivery by the Administrative Agent to each Lender prompt written notice of the followingfollowing (i) with respect to clause (a) promptly upon the occurrence thereof and (ii) with respect to each other clause, promptly upon a Responsible Officer of the Borrower obtaining actual knowledge thereof:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof that, if adversely determined, Subsidiary 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, could reasonably be expected to result in liability of the Borrower and its Restricted Subsidiaries in an aggregate amount exceeding $5,000,000;
(e) the occurrence of any default or event of default, or (ii) determination that any Pension Plan of the receipt by Borrower or any ERISA Affiliate is considered of its Subsidiaries of any written notice of an at-risk plan alleged default or a plan in endangered or critical status within the meaning event of Sections 430default, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with respect to any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) the occurrence of any announcement by Xxxxx’x breach or S&P default that remains uncured after giving effect to any applicable cure periods set forth in the BIN Sponsorship Agreement or of any change in a Debt Rating; andtermination event (including pursuant to Article VIII of the BIN Sponsorship Agreement) with respect to the Permitted BIN Arrangement;
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 3 contracts
Samples: Credit Agreement (EVO Payments, Inc.), Credit Agreement (EVO Payments, Inc.), Credit Agreement and Security Agreement (EVO Payments, Inc.)
Notices of Material Events. The Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any DefaultDefault (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder);
(b) 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 Affiliate thereof of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ci) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,0002,500,000, or (ii) determination that any the existence of material Unfunded Pension Plan Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) and (iii) the existence of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 material aggregate potential withdrawal liability under Section 4201 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which , if the surviving Person’s registration remains effectiveBorrower, any suspension or termination of the registration of the Borrower or any all of its Subsidiaries as an investment adviser under the Investment Advisers Act and all of 1940, as amended, or their respective ERISA Affiliates were to withdraw completely from any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Ratingand all Multiemployer Plans; and
(gd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Capitala Finance Corp.), Senior Secured Revolving Credit Agreement (Capitala Finance Corp.), Senior Secured Revolving Credit Agreement (Capitala Finance Corp.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate thereof of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA25,000,000;
(d) except in connection the assertion of any environmental matter by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any transaction permitted pursuant Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect;
(e) immediately, notice of actual (or threatened action that could reasonably be expected to Section 6.04 in lead to the) suspension, termination or revocation of any License of any Insurance Company which is a Material Subsidiary by any Governmental Authority (including any Applicable Insurance Regulatory Authority), including any notice by any Governmental Authority of the surviving Person’s registration remains effectivecommencement of any proceeding, hearing or administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any suspension action which could reasonably be expected to materially adversely affect the authority of such Insurance Company to conduct its business after notice thereof by such Governmental Authority (including any such Applicable Insurance Regulatory Authority);
(f) promptly after the Borrower knows or termination has reason to believe that any insurance, banking or other regulator having jurisdiction over the Borrower or any of its Material Subsidiaries has commenced any proceeding, issued any order, given notice of a formal hearing, sought relief from any court or taken any similar action with respect to the registration Borrower or any of its Material Subsidiaries that seeks to, or would, result in the revocation of any license or authorization of the Borrower or any of its Material Subsidiaries as an investment adviser under or materially restrict the Investment Advisers Act ability of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Material Subsidiaries is to do business in any jurisdiction, a party;
(e) of any material change notice describing in accounting policies reasonable detail such proceeding, order, hearing or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Ratingsimilar action; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer senior financial officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 3 contracts
Samples: Credit Agreement (First American Corp), Credit Agreement (First American Corp), Credit Agreement (First American Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice notice, after a Responsible Officer obtains knowledge thereof, of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of any Loan Party, affecting the Borrower Parent or any Affiliate thereof thatof its Restricted Subsidiaries, if which in each case is reasonably likely to be adversely determined, could and if so 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 Parent or any of its Restricted Subsidiaries (i) ERISA Event that, alone or together 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, could (ii) becomes subject to any Environmental Liability, (iii) receives written 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, would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except as would not reasonably be expected to result in connection with a Material Adverse Effect, promptly and in any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effectiveevent within 15 days after (i) Parent, any suspension or termination of the registration of the Borrower or any of its Restricted Subsidiaries as or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Responsible 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 notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by Parent, such Restricted 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 investment adviser under increase in Unfunded Pension Liabilities (not taking into account Plans and Non-U.S. Plans with negative Unfunded Pension Liabilities) since the Investment Advisers Act of 1940, as amendeddate the representations hereunder are given or deemed given, or from any cancellation or expiration without renewal prior notice, (2) of the existence of any material investment advisory agreement Withdrawal Liability, (3) of the adoption of, or similar contract the commencement of contributions to, any (i) Non-U.S. Plan or (ii) Plan subject to which Section 412 of the Borrower or Code, by Parent, any of its Restricted Subsidiaries is a party;
or any ERISA Affiliate, or (e4) of the adoption of any amendment to a (i) Non-U.S. Plan or (ii) Plan subject to Section 412 of the Code, which results in a material change increase in accounting policies or financial reporting practices by contribution obligations of the Borrower Borrower, any of its Restricted Subsidiaries or any Subsidiary (other than changes in GAAP);
(f) ERISA Affiliate, a detailed written description thereof from the chief financial officer of any announcement by Xxxxx’x or S&P of any change in a Debt RatingParent; and
(ge) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoEffect. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring for distribution to this Section 5.02, notify each Lender the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 3 contracts
Samples: Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and Agent, which shall then promptly furnish to each Lender Lender, prompt written notice of the following:
(a) the occurrence of any DefaultDefault of which any Responsible Officer of the Borrower obtains knowledge;
(b) if and when any ERISA Affiliate (i) gives or is required to give notice to the filing or commencement PBGC of any action“reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, suit or proceeding by knows that the plan administrator of any Plan has given or before is required to give notice of any arbitrator such reportable event, a copy of the notice of such reportable event given or Governmental Authority against required to be given to the PBGC; (ii) receives notice of complete or affecting partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the Borrower PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Affiliate thereof thatPlan, if adversely determineda copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Material Adverse Effect;
(c) Lien or the occurrence posting of any (i) ERISA Event thata bond or other security, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and its Subsidiaries in an aggregate amount exceeding $5,000,000action, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430if any, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries applicable ERISA Affiliate is a party;
(e) of any material change in accounting policies required or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected proposes to result in, a Material Adverse Effect (excluding changes in generalized market conditions)take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The ; and
(c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower may, by delivering or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent written notice specifically referring to this Section 5.02or any Lender, notify any information or documentation requested by it for purposes of complying with the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01Beneficial Ownership Regulation.
Appears in 3 contracts
Samples: Senior Unsecured Multi Year Revolving Credit Agreement (HF Sinclair Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatSubsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 and or its Subsidiaries in an aggregate amount exceeding $5,000,000, or 2,500,000;
(iid) determination that any Pension Plan material investigation of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with Subsidiary by any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of Governmental Authority having regulatory authority over the Borrower or any such Subsidiary (other than routine examinations of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or and/or any such Subsidiary) to the extent that such Governmental Authority has consented to the giving of its Subsidiaries such notice (if the consent of such Governmental Authority is a partyrequired for the Borrower to give such notice);
(e) the issuance of any material change in accounting policies cease and desist order (whether written or financial reporting practices oral), written agreement, cancellation of insurance or other public or enforcement action by the FDIC or other Governmental Authority having regulatory authority over the Borrower or any Subsidiary (other than changes in GAAP)Subsidiary;
(f) the issuance of any announcement material informal enforcement action, including, without limitation, a memorandum of understanding or proposed disciplinary action by Xxxxx’x or S&P of from any change in a Debt RatingGovernmental Authority having regulatory authority over the Borrower or any Subsidiary, to the extent that the Borrower or any 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 (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 3 contracts
Samples: Credit Agreement (Hancock Holding Co), Term Loan Agreement (Hancock Holding Co), Term Loan Agreement (Hancock Holding Co)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and for delivery to each Lender prompt (and, in any event, not later than three (3) Business Days after a Responsible Officer becomes aware thereof) written notice of the following:
(ai) the occurrence of any Default or Event of Default;
(bii) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Holdings or the Borrower, affecting Holdings, the Borrower or any Affiliate thereof thatof their respective Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ciii) the occurrence of any event or any other development by which Holdings or any of its Subsidiaries (iA) ERISA Event that, alone or together 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, (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, could reasonably be expected to result in liability a Material Adverse Effect;
(iv) promptly and in any event within 15 days after (A) Holdings, any of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered knows or has reason to know that any ERISA Event has occurred, a certificate of a Responsible 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 Holdings, 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 at-risk plan increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or a plan in endangered deemed given, or critical status within from any prior notice, as applicable, (2) of the meaning existence of Sections 430any Withdrawal Liability, 431 and 432 (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Holdings, any of its Subsidiaries or Sections 303any ERISA Affiliate, 304 and 305 or (4) of ERISAthe adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Holdings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Borrower;
(dv) except in connection with the occurrence of any transaction permitted pursuant to Section 6.04 in which default or event of default, or the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower receipt by Holdings or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement written notice of an alleged default or similar contract event of default, with respect to which the Borrower any Material Indebtedness of Holdings or any of its Subsidiaries is a partySubsidiaries;
(evi) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any material change termination, expiration or loss of any Material Agreement that, individually or in accounting policies the aggregate, could reasonably be expected to result in a reduction in revenue of the Loan Parties of 10% or financial reporting practices by more on a consolidated basis from the Borrower or any Subsidiary (other than changes in GAAP)prior Fiscal Year;
(fvii) of any announcement by Xxxxx’x or S&P 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 parts (c) and (d) of such certification;
(viii) any amendment, waiver, supplement, or other modification of any Subordinated Debt RatingDocument or Note Document; and
(gix) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect.
(excluding changes b) The Borrower will furnish to the Administrative Agent and each Lender the following:
(i) promptly and in generalized market conditionsany event at least 30 days prior thereto (or such later date as agreed in writing 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;
(ii) promptly and in any event within 30 days after receipt thereof: (x) each actuarial report for each Insurance Subsidiary; and (y) each audit of an Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and
(iii) 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 Holdings or any of its Subsidiaries after the Closing Date on any Real Estate.
(c) The Borrower shall promptly (and in any event within 7 days) notify the Administrative Agent of the formation or acquisition of any Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any Subsidiary of the Borrower has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 3 contracts
Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and (for prompt notification to each Lender Lender) prompt (but in any event within five (5) Business Days) written notice after any Financial Officer of the Borrower obtains knowledge of the following:
(a) the occurrence of any continuing Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Borrower, any Subsidiary or any Affiliate thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except the occurrence of any change in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination principal executive officer of the registration Borrower;
(e) the occurrence of the Borrower material changes in accounting or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of financial reporting practices; and
(f) (i) any material investment advisory agreement or similar contract labor dispute to which the Borrower or any of its Subsidiaries Subsidiary is, or is reasonably likely to become a party;
, including any strikes, lockouts or any Subsidiary is, or is reasonably likely to become, a party, including any strikes, lockouts or other disputes relating to any of the Borrower’s or such Subsidiary’s plants and other facilities and (eii) any Worker Adjustment and Retraining Notification Act or related liability incurred with respect to the closing of any material change in accounting policies plant or financial reporting practices by other facility of the Borrower or any Subsidiary (other than changes such Subsidiary, in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development each case that results in, or could be reasonably be expected to result in, in a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Financial statements and other information required to be delivered pursuant to this Sections 5.02, other than Section 5.02(a), shall be deemed to have been delivered if such statements and information shall have been posted by the Borrower may, by delivering on its website or shall have been posted on SyndTrak or similar site to which all of the Lenders have been granted access or are publicly available on the SEC’s website pursuant to the XXXXX system and the Borrower shall have notified the Administrative Agent written notice specifically referring to this Section 5.02of such posting, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered including a link to the Administrative Agent upon specific portion of such filing that identifies the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01information so required.
Appears in 3 contracts
Samples: Credit Agreement (Caseys General Stores Inc), Credit Agreement (Caseys General Stores Inc), Credit Agreement (Caseys General Stores Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Loan Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes e) any change in generalized market conditions)any Loan Party’s chief executive officer, chief financial officer or chairman;
(f) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants;
(g) 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 if the result of such failure would be reasonably likely to result in a Material Adverse Effect;
(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; and
(i) the filing of any Lien for unpaid Taxes against any Loan Party. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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. The Lender hereby expressly acknowledges and agrees that information furnished by the Borrower may, by delivering to the Administrative Agent written notice specifically referring pursuant to this Section 5.025.02 may constitute material, notify non-public information about the Lenders that Borrower, and the Lender hereby consents to receiving such information. The Lender further agrees that, to the extent any such information constitutes “Disclosed Information” as defined in the Securities Purchase Agreement, the Borrower wishes to amend any Schedule to this Agreement to will only include such information about events, occurrences, or transactions arising after in a current report on Form 8-K filed with the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered SEC to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent extent disclosure of the Required Lenders shall not be such information is specifically required to amend Schedule 3.13 and Schedule 9.01.by a reporting Item included in Form 8-K.
Appears in 3 contracts
Samples: Loan Agreement (Act Teleconferencing Inc), Loan Agreement (Act Teleconferencing Inc), Loan Agreement (Act Teleconferencing Inc)
Notices of Material Events. The Borrower Agent will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Parent or any Borrower, affecting the Borrower Parent or any Affiliate thereof thatof its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) promptly after becoming aware thereof, the occurrence of any event or any other development by which the Parent or any of its Subsidiaries (i) ERISA Event that, alone or together 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection any event within 15 days after (i) the Parent, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the 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 transaction permitted pursuant notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Parent, 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 6.04 in which 412 of the surviving Person’s registration remains effectiveCode by the Parent, any suspension of its Subsidiaries or termination any ERISA Affiliate, or (4) of the registration adoption of any amendment to a Plan subject to Section 412 of the Borrower Code which results in a material increase in contribution obligations of the Parent, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Parent;
(e) promptly after becoming aware thereof, the occurrence of any default or event of default, or the receipt by the Parent or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement written notice of an alleged default or similar contract event of default, with respect to which any Material Indebtedness of the Borrower Parent or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any announcement by Xxxxx’x termination, expiration or S&P loss of any change Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a Debt Rating; andreduction in revenue or Consolidated EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year;
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect; and
(excluding changes h) The Borrower Agent will furnish to the Administrative Agent at least 30 days before (or such shorter period as shall be agreed by the Administrative Agent), notice of any change (i) in generalized market conditionsany 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. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and or other document and, if applicable, any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Tessco Technologies Inc), Credit Agreement (Tessco Technologies Inc)
Notices of Material Events. The Borrower will shall promptly furnish to the Administrative Agent and each Lender prompt or cause to be furnished to Lender written notice of the following:
(a) the occurrence of (i) any Default;
, Event of Default, Collateral Event of Default, Early Collar Termination Event or Potential Adjustment Event, (bii) the filing any transaction or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof event that, if adversely determinedconsummated, would constitute a Change of Control, (iii) any matter that has resulted or could reasonably be expected to result in a Material Adverse EffectEffect or (iv) the receipt of any notice of any governmental investigation or any litigation commenced or threatened against Borrower;
(b) the imposition of any Transfer Restriction on any of the Collateral, or any transaction or event that, if consummated, effected or completed, would reasonably be expected to result in any such imposition;
(c) the existence of any Lien (other than Permitted Liens) or the making or assertion of any claim against any of the Collateral;
(d) any change in the information provided in the Beneficial Ownership Certification delivered to Lender that would result in a change to the list of beneficial owners identified in such certification;
(e) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);50,000; or
(f) the acquisition by Borrower or any Affiliate thereof of any announcement by Xxxxx’x or S&P Shares following the date hereof. In addition, (i) promptly after the Closing Date (but in any event, no later than ten Business Date after the Closing Date), Borrower shall provide Lender with evidence that the Schedule of Payments was registered with the Central Bank of Brazil and (ii) Borrower shall furnish to Lender at least five (5) Business Days’ prior written notice of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected proposed amendment to result in, a Material Adverse Effect (excluding changes in generalized market conditions)its Organization Documents. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Loan Agreement (Marfrig Alimentos S.A.), Loan Agreement (Marfrig Alimentos S.A.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt Agent, promptly after any Responsible Officer of any Loan Party obtains knowledge thereof, written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower MLP or any Affiliate thereof that, if adversely determined, of its Restricted Subsidiaries 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 MLP or any of its Restricted Subsidiaries (i) ERISA Event that, alone or together 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) receives notice of any claim with respect to any Environmental Liability, or (iii) becomes aware of any basis for any Environmental Liability, which, either individually or in the aggregate in the case of clauses (i), (ii) and (iii) above, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection any event within 45 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has 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 transaction permitted pursuant 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 (ii) becoming aware (1) that there has been a material 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 material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 6.04 in which 412 of the surviving Person’s registration remains effectiveCode by the Borrower, any suspension of its Subsidiaries or termination any ERISA Affiliate, or (4) of the registration 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 a Responsible Officer;
(e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement written notice of an alleged default or similar contract event of default, with respect to which the Borrower any Material Indebtedness of any Loan Party or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Restricted Subsidiaries;
(f) the establishment of any announcement by Xxxxx’x Bank Product with any Bank Product Provider or S&P of any change in a Debt RatingHedging Obligation with any Lender-Related Hedge Provider; and
(g) prompt notice of any termination (other than in accordance with its terms) of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue or Pro Forma Adjusted EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year;
(h) any other development that is specific to the Loan Parties and their Restricted Subsidiaries (and not a matter of general public knowledge) that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoEffect. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring to this Section 5.02, notify and each Lender the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 2 contracts
Samples: Revolving Credit Agreement (Arc Logistics Partners LP), Revolving Credit Agreement (Arc Logistics Partners LP)
Notices of Material Events. The Promptly after the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any DefaultDefault (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder;
(b) 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 Affiliate thereof of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 or any of its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that a material increase in Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any Pension Plan prior notice, as applicable, or (iii) a material increase since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, in potential withdrawal liability under Section 4201 of ERISA, or the arising of potential withdrawal liability under Section 4201 of ERISA, if the Borrower, its Subsidiaries and their respective ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans, with such notice to include a statement of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan setting forth details as to the events described in endangered or critical status within the meaning of Sections 430foregoing clauses (i), 431 (ii) and 432 of (iii) (as applicable) and the Code or Sections 303action, 304 and 305 of ERISA;if any, that the Borrower proposes to take with respect thereto; and
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Notices of Material Events. The Borrower (without duplication) will furnish to the Administrative Agent and (for prompt distribution to each Lender prompt Lender) written notice of the following:
(a) the occurrence of any DefaultDefault (such notice to be provided within two (2) Business Days after a Responsible Officer becomes aware of such occurrence);
(b) the filing of any pleading, notice of appeal, communication of counsel or other document regarding any legal action or potential legal action or the commencement of any action, suit or proceeding proceeding, by or before any arbitrator or Governmental Authority against or affecting the Borrower any Loan Party or any Affiliate thereof that, Restricted Subsidiary that if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) promptly, and in any event within five (5) days after (i) the failure to pay a minimum required contribution or installment to a Pension Plan on or before the due date provided under Section 430 of the Code; (ii) the failure to pay a required contribution or installment to a Multiemployer Plan on or before the applicable due date; (iii) the occurrence of any (i) an ERISA Event thatwith a notice describing such ERISA Event, alone and any action that any Loan Party or ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan pertaining thereto; and (iv) any officer of the Borrower any Loan Party or any ERISA Affiliate knows or has reason to know, a Pension Plan is considered an at-risk plan or a plan in endangered or critical “at risk” status within the meaning of Sections 430, 431 and 432 Section 430(j) of the Code or Sections 303Code, 304 and 305 of ERISA;
(d) except as disclosed in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices writing by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Ratingto the Administrative Agent prior to the Effective Date; and
(gd) any other development that to the knowledge of a Responsible Officer results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatSubsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of to the Borrower and its Subsidiaries in an aggregate amount exceeding excess of $5,000,000, or ;
(iid) determination that any Pension Plan material investigation of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with Subsidiary by any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of Governmental Authority having regulatory authority over the Borrower or any such Subsidiary (other than routine examinations of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or and/or any such Subsidiary) to the extent that such Governmental Authority has consented to the giving of its Subsidiaries such notice (if the consent of such Governmental Authority is a partyrequired for the Borrower to give such notice);
(e) the issuance of any material change in accounting policies cease and desist order (whether written or financial reporting practices by oral), execution and delivery of any Regulatory Agreement (to the extent that the Borrower or any such Subsidiary is permitted to disclose such information (provided that the Borrower shall take all reasonable efforts to obtain any necessary regulatory consents)), cancellation of insurance or other than changes in GAAP)public or enforcement action by the FDIC or other Governmental Authority having regulatory authority over the Borrower or any Subsidiary;
(f) the issuance of any announcement material informal enforcement action, including, without limitation, a memorandum of understanding or proposed disciplinary action by Xxxxx’x or S&P of from any change in a Debt RatingGovernmental Authority having regulatory authority over the Borrower or any Subsidiary, to the extent that the Borrower or any 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 (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (United Community Banks Inc), Credit Agreement (United Community Banks Inc)
Notices of Material Events. The Borrower Borrowers will furnish by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or by email in accordance with Section 11.1 to the Administrative Agent and (for prompt delivery to each Lender prompt Lender) written notice of the following, promptly after any Responsible Officer of any Borrower has knowledge thereof:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of any Borrower, affecting the any Borrower or any Affiliate thereof thatRestricted Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, could would 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 Restricted Subsidiary (i) ERISA Event that, alone or together 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, could (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, would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effectiveevent within 15 days after (i) any Borrower, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the Investment Advisers Act chief financial officer of 1940such 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 Internal Revenue Service pertaining to such ERISA Event and any notices received by such Borrower, Subsidiary, or ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been a material 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 amendedapplicable, (2) of the existence of any Withdrawal Liability, or (3) of the adoption of, or the commencement of contributions to, any cancellation or expiration without renewal Plan subject to Section 412 of the Code by any material investment advisory agreement or similar contract to which the Borrower or Borrower, any of its Subsidiaries is or any ERISA Affiliate, or (4) of the adoption of any amendment to a partyPlan subject to Section 412 of the Code which results in a material increase in contribution obligations of any Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(e) the occurrence of any material change in accounting policies event of default, or financial reporting practices the receipt by the any Borrower or any Restricted Subsidiary (other than changes in GAAP)of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of any Borrower or any Restricted Subsidiary;
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, and, in the occurrence of an event described in subsection (d) above, a copy of any notice filed with the PBGC or the Internal Revenue Service pertaining to such ERISA Event and any notices received by delivering to the Administrative Agent written notice specifically referring to this Section 5.02such Borrower, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrencesSubsidiary, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days ERISA Affiliate from the receipt thereof that the Required Lenders have consented PBGC or any other governmental agency with respect thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Buckeye Partners, L.P.), Revolving Credit Agreement (Buckeye Partners, L.P.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Event of Default;
(b) the filing any matter that has or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, including any of the following to the extent that any such matter would reasonably be expected to have a Material Adverse Effect: (i) breach or non-performance of, or any default under a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower accounting practices, any prior period adjustment or any Subsidiary inaccuracy in its Financials or Compliance Certificate (other than changes such occurrences disclosed in GAAPthe materials which Borrower has made available to Administrative Agent and the Lenders pursuant to the provisions of Section 5.01(d);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating); and
(ge) any action by a Governmental Authority which seeks to revoke, suspend or not renew any Gaming Authorization except (i) for any non-renewal action, suit or proceeding arising out of Borrower’s or such Affiliate’s voluntary decision not to seek renewal of such Gaming Authorization or (ii) for such action which, individually or in the aggregate with any other development that results insuch pending actions, or could not reasonably be expected to result in, in a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (WMS Industries Inc /De/), Credit Agreement (WMS Industries Inc /De/)
Notices of Material Events. (a) The Borrower Issuer will furnish to the Administrative Agent and for delivery to each Lender Noteholder prompt (and, in any event, not later than three (3) Business Days (or, in the case of clause (vii)(B) of this Section 5.2(a), ten (10) Business Days) after a Responsible Officer becomes aware thereof) written notice of the following:
(ai) the occurrence of any Default or Event of Default;
(bii) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Holdings or the Issuer, affecting Holdings, the Borrower Issuer or any Affiliate thereof thatof their respective Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ciii) the occurrence of any event or any other development by which Holdings or any of its Subsidiaries (iA) ERISA Event that, alone or together 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, (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, could reasonably be expected to result in liability a Material Adverse Effect;
(iv) promptly and in any event within 15 days after (A) Holdings, any of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered knows or has reason to know that any ERISA Event has occurred, a certificate of a Responsible Officer of the Issuer 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 Holdings, 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 at-risk plan increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or a plan in endangered deemed given, or critical status within from any prior notice, as applicable, (2) of the meaning existence of Sections 430any Withdrawal Liability, 431 and 432 (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Holdings, any of its Subsidiaries or Sections 303any ERISA Affiliate, 304 and 305 or (4) of ERISAthe adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Holdings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Issuer;
(dv) except in connection with the occurrence of any transaction permitted pursuant to Section 6.04 in which default or event of default, or the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower receipt by Holdings or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement written notice of an alleged default or similar contract event of default, with respect to which the Borrower any Material Indebtedness of Holdings or any of its Subsidiaries is a partySubsidiaries;
(evi) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any material change termination, expiration or loss of any Material Agreement that, individually or in accounting policies the aggregate, could reasonably be expected to result in a reduction in revenue of the Note Parties of 10% or financial reporting practices by more on a consolidated basis from the Borrower or any Subsidiary (other than changes in GAAP)prior Fiscal Year;
(fvii) (A) any material amendment, waiver, supplement, or other modification of any announcement by Xxxxx’x Term Loan Document or S&P Xxxx Xxxx Debt Document and (B) any other amendment, waiver, supplement, or other modification of any change in a Term Loan Document or Xxxx Xxxx Debt RatingDocument; and
(gviii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect.
(excluding changes b) The Issuer will furnish to the Administrative Agent and each Noteholder the following:
(i) promptly and in generalized market conditionsany event at least 30 days prior thereto (or such later date as agreed by the Administrative Agent), notice of any change (i) in any Note Party’s legal name, (ii) in any Note 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 Note Party’s identity or legal structure, (iv) in any Note Party’s federal taxpayer identification number or organizational number or (v) in any Note Party’s jurisdiction of organization;
(ii) promptly and in any event within 30 days after receipt thereof: (x) each actuarial report for each Insurance Subsidiary; and (y) each audit of an Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and
(iii) 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 Holdings or any of its Subsidiaries after the Closing Date on any Real Estate.
(c) The Issuer shall promptly (and in any event within seven days) notify the Administrative Agent of the formation or acquisition of any Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any Subsidiary of the Issuer has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower Issuer setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Note Purchase Agreement (Root, Inc.), Note Purchase Agreement (Root Stockholdings, Inc.)
Notices of Material Events. (a) The REIT Guarantor and the Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (and, in any event, not later than three Business Days after a Responsible Officer of the REIT Guarantor or the Borrower becomes aware thereof) written notice of the following:
(ai) the occurrence of any Default or Event of Default;
(bii) the filing or commencement of of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or or, to the knowledge of any Responsible Officer of any Loan Party, affecting the REIT Guarantor, the Borrower or any Affiliate thereof thatof their respective Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ciii) the occurrence of any event or any other development by which the REIT Guarantor, the Borrower or any of their respective Subsidiaries (iA) ERISA Event that, alone or together 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, (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, could reasonably be expected to result in liability a Material Adverse Effect;
(iv) promptly and in any event within 15 days after (A) any Responsible Officer of the Borrower and its REIT Guarantor, the Borrower, any of their respective Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the REIT Guarantor 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 REIT Guarantor, 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 at-risk plan increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or a plan in endangered deemed given, or critical status within from any prior notice, as applicable, (2) of the meaning existence of Sections 430any Withdrawal Liability, 431 and 432 (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the REIT Guarantor, the Borrower, any of their respective Subsidiaries or Sections 303any ERISA Affiliate, 304 and 305 or (4) of ERISAthe 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 REIT Guarantor, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the REIT Guarantor;
(dv) except in connection the occurrence of any default or event of default, or the receipt by the REIT Guarantor, the Borrower, or any of their respective Subsidiaries of any written notice of an alleged default or event of default, with respect to any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination Material Indebtedness of the registration of REIT Guarantor, the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a partytheir respective Subsidiaries;
(evi) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any material change in accounting policies termination, expiration or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) loss of any announcement by Xxxxx’x Material Agreement that, individually or S&P of any change in the aggregate, could reasonably be expected to result in a Debt Ratingreduction in revenue or Adjusted EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; and
(gvii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect.
(excluding changes b) The REIT Guarantor and the Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following:
(i) promptly and in generalized market conditionsany event at least 30 days prior thereto, notice of any change (A) in any Loan Party’s legal name, (B) 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), (C) in any Loan Party’s identity or legal structure, (D) in any Loan Party’s federal taxpayer identification number or organizational number or (E) 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 REIT Guarantor, the Borrower or any of their respective Subsidiaries after the Closing Date on any Property.
(c) The REIT Guarantor and the Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following promptly and in any event no later than three Business Days after any Responsible Officer of any of the Loan Parties has actual knowledge of:
(i) any Loan Party or a Tenant with respect to an Unencumbered Pool Property or an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Loan Party or Tenant with respect to an Unencumbered Pool Property, (w) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (x) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (y) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (z) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq., in each case, that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;
(ii) any claim to recover any alleged overpayments (other than any such claim made against the REIT Guarantor, the Borrower or any of their respective Subsidiaries that relates to a period during which the REIT Guarantor, the Borrower or such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $1,000,000;
(iii) notice of any final and documented material reduction in the level of reimbursement expected to be received with respect to receivables of the REIT Guarantor, the Borrower or any of their respective Subsidiaries;
(iv) any allegations of licensure violations or fraudulent acts or omissions involving the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property that could reasonably be expected to, in the aggregate, have a Material Adverse Effect;
(v) the pending or threatened imposition of any fine or penalty by any Governmental Authority under any Health Care Law against the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property, that could reasonably be expected to have a Material Adverse Effect;
(vi) any pending or threatened (in writing) revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit with respect to any Unencumbered Pool Property that could reasonably be expected to have a Material Adverse Effect;
(vii) any non-routine and material inspection of any facility of the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property by any Governmental Authority; and
(viii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)
Notices of Material Events. The Lead Borrower will furnish or caused to be furnished to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer of Lead Borrower obtains actual knowledge thereof:
(a) the occurrence of any Default, specifying the nature and extent thereof;
(b) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority Authority, against or affecting the Borrower any Loan Party or any Affiliate thereof thatof its Subsidiaries, if adversely determined, in each case as could reasonably be expected to result in have a Material Adverse Effect;
(c) the occurrence of any (i) ERISA Event (or any similar event with respect to a Foreign Plan) that, alone or together with any all other ERISA Events (or other similar events with respect to Foreign Plans) that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries any Loan Party in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAThreshold Amount;
(d) except in connection with promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower Loan Party or any of its Subsidiaries as an investment adviser under with the Investment Advisers Act of 1940, as amendedSecurities and Exchange Commission, or any cancellation Governmental Authority succeeding to any or expiration without renewal all of the functions of said Commission, or with any material investment advisory agreement national securities exchange, or similar contract distributed by any Loan Party to which its shareholders generally, as the Borrower or any of its Subsidiaries is a partycase may be;
(e) the occurrence of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes f) any change in generalized market conditions)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;
(g) if, prior to the Permanent Borrowing Base Trigger, the Loan Parties’ combined liquidity (including unrestricted cash and Cash Equivalents and availability under the Revolving Facility) falls below $50,000,000 for two consecutive Business Days; and
(h) promptly after the furnishing, receipt or execution thereof, copies of (i) any amendment, waiver, consent or other written modification of the Rxxxxxxxx Factoring Agreement and (ii) any notice of default or any notice related to the exercise of remedies under the Rxxxxxxxx Factoring Agreement. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer of Lead Borrower or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, in the case of any such notice under clause (a), (b), (c), (e), (f) or (h)(ii), any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Steven Madden, Ltd.), Credit Agreement (Steven Madden, Ltd.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatSubsidiary 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 and its Subsidiaries in an aggregate amount exceeding $5,000,0001,000,000;
(e) the occurrence of any default or event of default, or (ii) determination that any Pension Plan of the receipt by Borrower or any ERISA Affiliate is considered of its Subsidiaries of any written notice of an at-risk plan alleged default or a plan event of default, in endangered or critical status within the meaning respect of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) simultaneously with the delivery of each Compliance Certificate, a written list of all Material Subsidiaries formed, acquired, or created from a transfer of assets or through any announcement by Xxxxx’x or S&P other event, during the period commencing on the Closing Date and ending on the date on which the first Compliance Certificate is delivered, and thereafter since the date of the most recently delivered Compliance Certificate; such written list shall include the name of each new Material Subsidiary, its state of incorporation, list of its officers and any change in a Debt Rating; andother information that the Administrative Agent shall reasonably request.
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Senior Term Loan Agreement (Hughes Supply Inc), Revolving Credit Agreement (Hughes Supply Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice notice, after a Responsible Officer obtains knowledge thereof, of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of any Loan Party, affecting the Borrower or any Affiliate thereof thatof its Restricted Subsidiaries, if which in each case is reasonably likely to be adversely determined, could and if so adversely determined, would reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) ERISA Event that, alone event or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to development by which the Borrower or any of its Restricted Subsidiaries is (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 written 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, would reasonably be expected to result in a partyMaterial Adverse Effect;
(ed) except as would not reasonably be expected to result in a Material Adverse Effect, promptly and in any event within 15 days after (i) the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Responsible 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 Restricted 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 and Non-U.S. Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, (2) of the existence of any material change in accounting policies Withdrawal Liability, (3) of the adoption of, or financial reporting practices the commencement of contributions to, any (i) Non-U.S. Plan or (ii) Plan subject to Section 412 of the Code, by the Borrower Borrower, any of its Restricted Subsidiaries or any Subsidiary ERISA Affiliate, or (other than changes in GAAP);
(f4) of any announcement by Xxxxx’x or S&P the adoption of any change amendment to a (i) Non-U.S. Plan or (ii) Plan subject to Section 412 of the Code, which results in a Debt Ratingmaterial increase in contribution obligations of the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; and
(ge) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoEffect. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring for distribution to this Section 5.02, notify each Lender the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or affecting the Parent, the Borrower or any Affiliate thereof thereof, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;; 106 DB3/ 204690278.10
(c) the occurrence of any (i) 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 and its their respective Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with notice of any transaction permitted pursuant to Section 6.04 in which action arising under any Environmental Law or of any noncompliance by the surviving Person’s registration remains effectiveParent, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, Subsidiary with any Environmental Law or any cancellation permit, approval, license or expiration without renewal of any material investment advisory agreement or similar contract other authorization required thereunder that, if adversely determined, could reasonably be expected to which the Borrower or any of its Subsidiaries is result in a partyMaterial Adverse Effect;
(e) of any material change in accounting policies or financial reporting practices by the Parent, the Borrower or any Subsidiary (other than changes in GAAP)Subsidiary;
(f) notice of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; andPricing Certificate Inaccuracy;
(g) notice of any Liens, set-offs or other claims against any Collateral Pool Property that if adversely determined, could reasonably be expected to result in a Material Adverse Effect or could materially impair the value of such Collateral Pool Property;
(h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect; and
(excluding changes i) any change in generalized market conditions)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 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of Veris Residential, L.P. Revolving Credit and Term Loan Agreement dated April 22, 2024” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Veris Residential, L.P.), Revolving Credit and Term Loan Agreement (Veris Residential, L.P.)
Notices of Material Events. The Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any DefaultDefault (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder);
(b) 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 Affiliate thereof of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with that any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, Investor has violated or breached any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal material term of any material investment advisory agreement Governing Agreement or similar contract to which the Borrower Subscription Document or any of its Subsidiaries is a partyhas become an Excluded Investor;
(e) any decline in the Rating of any material Borrowing Base Investor, or decline in the capital status of any Borrowing Base Investor that is a Bank Holding Company, whether or not such change results in accounting policies an Exclusion Event upon obtaining knowledge or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)upon receipt of notice thereof;
(f) the occurrence of any announcement by Xxxxx’x an Exclusion Event;
(g) the occurrence of a Liquidity Event or S&P the Wind-Down Period (as defined in the Subscription Agreements) or the Board of any change in a Debt RatingDirectors extending the Liquidity Event Deadline; and
(gh) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of the Board of Directors of the Borrower or a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.), Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (and, in any event, not later than three Business Days after a Responsible Officer of the Borrower becomes aware thereof) written notice of the following:
(ai) the occurrence of any Default or Event of Default;
(bii) the filing or commencement of of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or or, to the knowledge of any Responsible Officer of any Loan Party, affecting the Borrower or any Affiliate thereof thatof its Subsidiaries which, if adversely determined, would 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 (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, could reasonably be expected to result in a Material Adverse Effect;
(civ) promptly and in any event within 15 days after (A) any Responsible Officer of the occurrence Borrower, any of its Subsidiaries or any (i) ERISA Affiliate knows or has reason to know that any ERISA Event has occurred that, alone either individually or together with any other ERISA Events that have occurredin the aggregate, could reasonably be expected to result in liability a Material Adverse Effect, a certificate of the chief financial officer of the Borrower describing such ERISA Event and its Subsidiaries 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 a material increase in an aggregate amount exceeding $5,000,000Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or (ii) determination from any prior notice, as applicable that any Pension Plan of could reasonably be expected to result in liability to the Borrower or any ERISA Affiliate is considered an at-risk plan of its Subsidiaries, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or a plan in endangered or critical status within the meaning commencement of Sections 430contributions to, 431 and 432 any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or Sections 303any ERISA Affiliate, 304 and 305 or (4) of ERISAthe 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, in each case, which, either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Borrower;
(dv) except in connection the occurrence of any event of default (beyond any applicable grace or cure period), or the receipt by the Borrower, or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a partySubsidiaries;
(evi) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any material change in accounting policies termination, expiration or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) loss of any announcement by Xxxxx’x Material Agreement that, individually or S&P of any change in the aggregate, could reasonably be expected to result in a Debt Ratingreduction in revenue or Adjusted EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; and
(gvii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect.
(excluding changes b) The Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following:
(i) promptly and in generalized market conditions)any event at least 30 days prior thereto, notice of any change (A) in any Loan Party’s legal name, (B) [reserved], (C) in any Loan Party’s identity or legal structure, (D) in any Loan Party’s federal taxpayer identification number or organizational number or (E) 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 Property.
(c) The Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following promptly and in any event no later than three Business Days after any Responsible Officer of any of the Loan Parties has actual knowledge of:
(i) any Loan Party or a Tenant with respect to an Unencumbered Pool Property or an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Loan Party or Tenant with respect to an Unencumbered Pool Property, (w) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (x) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (y) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (z) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq., in each case, that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;
(ii) any claim to recover any alleged overpayments (other than any such claim made against the Borrower or any of its Subsidiaries that relates to a period during which the Borrower or such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $1,000,000;
(iii) notice of any final and documented material reduction in the level of reimbursement expected to be received with respect to receivables of the Borrower or any of its Subsidiaries;
(iv) any allegations of licensure violations or fraudulent acts or omissions involving the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property that could reasonably be expected to, in the aggregate, have a Material Adverse Effect;
(v) the pending or threatened (in writing) imposition of any fine or penalty by any Governmental Authority under any Health Care Law against the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property, that could reasonably be expected to have a Material Adverse Effect;
(vi) any pending or threatened (in writing) revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit with respect to any Unencumbered Pool Property that could reasonably be expected to have a Material Adverse Effect;
(vii) any non-routine and material inspection of any facility of the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property by any Governmental Authority; and
(viii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)
Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt Lender), through the Administrative Agent, written notice of the followingfollowing promptly after obtaining knowledge thereof:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any Affiliate thereof Subsidiary that, if adversely determined, could is reasonably be expected likely to result in a Material Adverse Effect;
(c) the occurrence of any (i) ERISA Event that, that alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $5,000,00020,000,000;
(d) the receipt by Holdings, the Borrower or any Subsidiary of (i) any notice of any loss of (A) accreditation from the Joint Commission on Accreditation of Healthcare Organizations or (B) any governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise or (ii) determination any notice, compliance order or adverse report issued by any Governmental Authority or Third Party Payor that, if not promptly complied with or cured, could result in (A) the suspension or forfeiture of any material governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise necessary for the Borrower or any Subsidiary to carry on its business as now conducted or as proposed to be conducted or (B) any other material Limitation imposed upon the Borrower or any Subsidiary;
(e) any Change in Law of the type described in clause (a) or (b) of such definition relating to any Third Party Payor Arrangement that any Pension Plan could reasonably be expected to have a material and adverse effect on the ability of the Borrower or any ERISA Affiliate is considered an at-risk plan Subsidiary to carry on its business as now conducted or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant as proposed to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Ratingbe conducted; and
(gf) any other development that results in, or could is reasonably be expected likely to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatSubsidiary 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 and its Subsidiaries in an aggregate amount exceeding $5,000,00010,000,000;
(e) the occurrence of any default or event of default, or (ii) determination that any Pension Plan of the receipt by Borrower or any ERISA Affiliate is considered of its Subsidiaries of any written notice of an at-risk plan alleged default or a plan event of default, in endangered or critical status within the meaning respect of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) the receipt of any announcement by Xxxxx’x notice from any Governmental Authority of the expiration without renewal, revocation or S&P suspension of, or the institution of any change proceedings to revoke or suspend, any License now or hereafter held by any Material Insurance Subsidiary which is required to conduct insurance business in compliance with all Applicable Laws and the expiration, revocation or suspension of which could reasonably be expected to have a Debt RatingMaterial Adverse Effect;
(g) the receipt of any notice from any Governmental Authority of the institution of any disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which if adversely determined could reasonably be expected to have a Material Adverse Effect;
(h) any judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which has had, or which could reasonably be expected to have, a Material Adverse Effect; and
(gi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Landamerica Financial Group Inc), Revolving Credit Agreement (Landamerica Financial Group Inc)
Notices of Material Events. The Borrower Parent Guarantor will furnish to the Administrative Agent and (for distribution to each Lender prompt Participant) written notice of the following, promptly after a Responsible Officer of the Parent Guarantor has actual knowledge thereof:
(ai) the occurrence of any Default;
(bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Parent Guarantor, Lessee or any Affiliate Subsidiary thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;
(ciii) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt RatingMaterial Adverse Effect; and
(giv) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 8(b) shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Parent Guarantor setting forth the details of in reasonable detail the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower mayInformation required to be delivered pursuant to clause (ii), by delivering to the Administrative Agent written notice specifically referring to (iii) and (iv) of this Section 5.028(b) shall be deemed to have been delivered if such information, notify or one or more annual, quarterly, current or other reports containing such information, is (A) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (B) posted or the Parent Guarantor provides a link thereto on xxxx://xxx.xxxxxxxxx.xxx or xxxxx://xxxxxxxx.xxxxxxxxx.xxx or at another website identified in a notice from the Parent Guarantor and accessible by the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, without charge; or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is (C) delivered to the Administrative Agent upon for posting on, or otherwise posted on the Parent Guarantor’s or Lessee’s behalf on, an Internet or intranet website, if any, to which the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from Participants have access (whether a commercial, third-party website or whether sponsored by the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be Administrative Agent). Information required to amend Schedule 3.13 and Schedule 9.01be delivered pursuant to this Section 8(b) may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Participation Agreement (Regeneron Pharmaceuticals Inc), Guaranty (Regeneron Pharmaceuticals Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt and, in any event, within five Business Days after acquiring knowledge thereof, written notice of the following:
(a) the occurrence of any DefaultEvent of Default or Potential Default and the action that the Loan Parties are taking or propose to take with respect thereto;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Loan Party or any Subsidiary or Affiliate thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse EffectChange or that in any manner questions the validity of the Loan Documents;
(c) the occurrence of any (i) 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 its Subsidiaries any Loan Party in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA15,000,000;
(d) except in connection with the receipt by any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effectiveBorrower, any suspension or termination of the registration of the Borrower Loan Party or any of its their respective Subsidiaries as an investment adviser under of any notice or direction from any Governmental Authority of the Investment Advisers Act of 1940expiration without renewal, as amendedrevocation or suspension of, or any cancellation or expiration without renewal the institution of any material investment advisory agreement proceedings to revoke or similar contract suspend, any license now or hereafter held by such Person which is required to which conduct insurance business in compliance with all applicable Laws and regulations, other than such expiration, revocation or suspension which, individually or in the Borrower aggregate, could not reasonably be expected to have a Material Adverse Change, (ii) the receipt of any notice from any Governmental Authority of the institution of any disciplinary proceedings against or in respect of any such Person, or the issuance of any order, the taking of any action or any of its Subsidiaries is request for an extraordinary audit for cause by any Governmental Authority which could reasonably be expected to have a party;
Material Adverse Change or (eiii) any judicial or administrative order limiting or controlling the insurance business of any material change in accounting policies or financial reporting practices by the Borrower or any insurance Subsidiary (other than changes in GAAP);
(fand not the insurance industry generally) of any announcement by Xxxxx’x which has been issued or S&P of any change in adopted and which could reasonably be expected to have a Debt RatingMaterial Adverse Change; and
(ge) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Change. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Stewart Information Services Corp), Credit Agreement (Stewart Information Services Corp)
Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent (and the Administrative Agent shall make available to each Lender prompt Lender) promptly after any a Responsible Officer obtains knowledge (but in any event within any time period that may be specified below) written notice of the following:
(a) the occurrence of any Default, Event of Default, or any “Default” or “Event of Default” as defined in the ABL DIP Credit Agreement;
(b) the filing or commencement of any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitration, against or affecting Holdings, the Borrower or any Affiliate thereof that, if adversely determined, could of their Subsidiaries would reasonably be expected to result in have a Material Adverse Effect;
(c) the occurrence of any (i) ERISA Event or Foreign Plan Event that, alone individually or together with any all other ERISA Events or Foreign Plan Events that have occurred, would reasonably be expected to have a Material Adverse Effect;
(d) the filing of any Lien for unpaid taxes in excess of $1,000,000;
(e) any change in the Borrower’s chief executive officer or chief financial officer;
(f) any discharge, resignation or withdrawal of the registered public accounting firm (provided that filing an applicable 8-K with the SEC shall satisfy any notice requirements under clause (e) above or this clause (f));
(g) any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in liability a Casualty Event,
(h) if a Beneficial Ownership Certification has been delivered, 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 the Borrower and its Subsidiaries beneficial owners identified in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAsuch certification;
(di) except in connection with [reserved]; and
(j) any transaction permitted pursuant other development specific to Section 6.04 in which the surviving Person’s registration remains effectiveHoldings, any suspension or termination of the registration of the Borrower or any of its their Subsidiaries as an investment adviser under the Investment Advisers Act that is not a matter of 1940, as amendedgeneral public knowledge and that has had, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could would reasonably be expected to result inhave, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the material details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Senior Secured Super Priority Debtor in Possession Delayed Draw Term Loan Agreement (Tuesday Morning Corp/De), Debtor in Possession Delayed Draw Term Loan Agreement (Franchise Group, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following:
(ai) the occurrence of any Default or Event of Default;
(bii) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatof its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ;
(ciii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00;
(iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) ERISA Event that, alone or together 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, involves a Pool Property, or either individually or in the aggregate, could reasonably be expected to result in liability a Material Adverse Effect;
(v) promptly and in any event within 15 days after (i) the Borrower, any of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered knows or has reason to 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 (ii) becoming aware (1) that there has been an at-risk plan increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or a plan in endangered deemed given, or critical status within from any prior notice, as applicable, (2) of the meaning existence of Sections 430any Withdrawal Liability, 431 and 432 (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 Sections 303any ERISA Affiliate, 304 and 305 or (4) of ERISAthe 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;
(dvi) except in connection with the occurrence of any transaction permitted pursuant to Section 6.04 in which Default or Event of Default, or the surviving Person’s registration remains effective, any suspension or termination of the registration of receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any Pool Property Owner or any of their respective Subsidiaries is a party or obligor, whether as an investment adviser under principal or surety, and such default would permit the Investment Advisers Act holder of 1940such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, as amendedwhich acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default;
(vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any Pool Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the Pool Property, Borrower, Guarantor, Pool Property Owner, or any cancellation operator or expiration without renewal tenant of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt RatingPool Property; and
(gviii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Pool Property Owner under a Ground Lease;
(ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries;
(x) the occurrence of a Material Acquisition;
(xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date;
(xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect, including (excluding changes i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and
(xiii) any change in generalized market conditionsthe 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.
(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, or any office in which it maintains books or records (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 Pool Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)
Notices of Material Events. The Parent and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Parent or the Borrower, affecting Parent or the Borrower or any Affiliate thereof that, if adversely determined, could of their respective Subsidiaries which would reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any event or any other development by which Parent or any of its Subsidiaries (i) ERISA Event that, alone or together 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, could (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, would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection any event within 15 days after (i) Parent, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the 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 transaction permitted pursuant notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by Parent, 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 6.04 in which 412 of the surviving Person’s registration remains effectiveCode by Parent, any suspension of its Subsidiaries or termination any ERISA Affiliate, or (4) of the registration adoption of any amendment to a Plan subject to Section 412 of the Borrower Code which results in a material increase in contribution obligations of Parent, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of Parent;
(e) the receipt by Parent or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract written notice of an alleged event of default with respect to which the Borrower any Material Indebtedness of Parent or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt RatingSubsidiaries; and
(gf) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Parent and the Borrower setting 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 may, by delivering will furnish to the Administrative Agent written notice specifically referring to this Section 5.02, notify and each Lender the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 2 contracts
Samples: Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatof its Subsidiaries that (i) seeks injunctive or similar relief, if adversely determined(ii) alleges potential or actual violations of any Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (iii) would, could either individually or in the aggregate, 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) ERISA Event that, alone or together 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to 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 transaction permitted pursuant 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 (ii) becoming aware (1) that there has been a material 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 material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 6.04 in which 412 of the surviving Person’s registration remains effectiveCode by the Borrower, any suspension of its Subsidiaries or termination any ERISA Affiliate, or (4) of the registration 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;
(e) the occurrence of any event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any announcement by Xxxxx’x termination, expiration or S&P loss of any change Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a Debt Ratingreduction in Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoEffect. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring to this Section 5.02, notify and each Lender the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 2 contracts
Samples: Credit Agreement (Ensign Group, Inc), Credit Agreement (Ensign Group, Inc)
Notices of Material Events. The MLP and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the MLP, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA Event thator notice that any Multiemployer Plan is in reorganization, alone is insolvent or together has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any other ERISA Events that have occurredPlan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multi-Employer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in liability the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000the MLP setting forth details as to such occurrence and action, if any, which the Borrower, the MLP or (ii) determination that any Pension Plan of the Borrower or any applicable ERISA Affiliate is considered an at-risk plan required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes e) any material amendment to the Partnership Agreement (MLP), the Partnership Agreement (Borrower) or any Material Agreement, together with a certified copy of such amendment; and
(f) any of the following events, in generalized market conditionseach case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect:
(i) the receipt by the MLP (or its general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability;
(ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the MLP, the Borrower or any of their subsidiaries; or
(iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, the Borrower or any of their subsidiaries. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: 5 Year Term Credit Agreement (Valero L P), 5 Year Revolving Credit Agreement (Valero L P)
Notices of Material Events. The Parent and the Borrower 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 of the following:
(a) the occurrence of any DefaultEvent of Default or Default and of any other development (financial or otherwise) that results, or could reasonably be expected to result, in a Material Adverse Effect, in each case, of which any member of executive management has actual knowledge;
(b) the filing occurrence of any casualty or other insured damage to any assets of a Borrowing Base Party or the commencement of any action, suit action or proceeding for the taking of any material assets of a Borrowing Base Party or interest therein under power of eminent domain or by condemnation or before similar proceeding which would reasonably be expected to result in a Prepayment Event;
(c) to the extent any arbitrator such matter has resulted or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect, receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary;
(cd) upon any Authorized Officer’s knowledge thereof, any Lien (other than Permitted Liens) or claim made or asserted against any of the Collateral; and
(e) within five (5) 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 of its Subsidiaries;
(g) the occurrence of any (i) 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 its their Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(gh) 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 Effect (excluding changes the list of beneficial owners identified in generalized market conditions)such certification. Each notice delivered under this Section shall be accompanied by a statement of a Financial an Authorized Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Amendment No. 5 (Superior Energy Services Inc), Credit Agreement (Superior Energy Services Inc)
Notices of Material Events. The Borrower Parent Guarantor will furnish to the Administrative Agent and (for distribution to each Lender prompt Participant) written notice of the following, promptly after a Responsible Officer of the Parent Guarantor has actual knowledge thereof:
(ai) the occurrence of any Default;
(bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Parent Guarantor, Lessee or any Affiliate Subsidiary thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;
(ciii) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt RatingMaterial Adverse Effect; and
(giv) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 8(b) shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Parent Guarantor setting forth the details of in reasonable detail the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower mayInformation required to be delivered pursuant to clause (ii), by delivering (iii) and (iv) of this Section 8(b) shall be deemed to have been delivered if such information, or one or more annual, quarterly, current or other reports containing such information, is (A) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (B) posted or the Parent Guarantor provides a link thereto on xxxx://xxx.xxxxxxxxx.xxx or xxxx://xxx.xxxxxxxx.xxxxxxxxx.xxx; or (C) posted on the Parent Guarantor’s or Lessee’s behalf on an Internet or intranet website, if any, to which the Administrative Agent written notice specifically referring and the Participants have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Information required to be delivered pursuant to this Section 5.02, notify the Lenders that the Borrower wishes 8(b) may also be delivered by electronic communications pursuant to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty procedures approved by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01Agent.
Appears in 2 contracts
Samples: Participation Agreement (Regeneron Pharmaceuticals Inc), Guaranty (Regeneron Pharmaceuticals Inc)
Notices of Material Events. The Upon obtaining knowledge thereof, the Borrower 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 of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including, without limitation, HMO Regulators and Insurance Regulators) against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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;
(d) the non-compliance with any contractual obligation or 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 Borrower and its Subsidiaries aggregate could reasonably be expected to result in an aggregate amount exceeding $5,000,000a Material Adverse Effect;
(e) the revocation of any license, permit, authorization, certificate, qualification or (ii) determination that any Pension Plan accreditation of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan Subsidiary by any Governmental Authority, including, without limitation, HMO Regulators and Insurance Regulators, if all such revocations in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant aggregate could reasonably be expected to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change result in a Debt RatingMaterial Adverse Effect; and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to hereby acknowledges that (a) the Administrative Agent written notice specifically referring and/or the Arrangers will make available to this Section 5.02, notify the Lenders 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 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 wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by Materials “PUBLIC,” the Borrower under or pursuant to this Agreement. Such amendment will shall be deemed effective to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as either publicly available information or not material 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; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the date that such notice is delivered to Platform designated “Public Investor;” and (z) the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof Arrangers shall be entitled to treat any Borrower Materials that the Required Lenders have consented thereto; provided, however, that the consent are not marked “PUBLIC” as being suitable only for posting on a portion of the Required Lenders shall Platform not be required to amend Schedule 3.13 and Schedule 9.01designated “Public Investor.”
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Health Net Inc), Term Loan Credit Agreement (Health Net Inc)
Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or affecting the any Borrower or any Affiliate thereof 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 (i) ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the any Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA25,000;
(d) except in connection with notice of any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, action arising under any suspension Environmental Law or termination of the registration of the any noncompliance by any Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, Subsidiary with any Environmental Law or any cancellation permit, approval, license or expiration without renewal of any material investment advisory agreement or similar contract other authorization required thereunder that, if adversely determined, could reasonably be expected to which the Borrower or any of its Subsidiaries is result in a partyMaterial Adverse Effect;
(e) of any material change in accounting policies or financial reporting practices by the any Borrower or any Subsidiary (other than changes in GAAP)Subsidiary;
(f) of any announcement by Xxxxx’x or S&P of any change in the credit ratings from a Debt Ratingcredit rating agency, or the placement by a credit rating agency of any Borrower (or, after the Spin Out, any parent entity of the Parent Borrower) on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or the cessation by a credit rating agency of, or its intent to cease, rating any Borrower’s debt;
(g) notice of (i) any default, event of default, termination, suspension, rescission, force majeure event or material breach, in each case, of or under any Lease, and (ii) any event or condition which could reasonably be expected to result in a default, event of default, termination, suspension, rescission or material breach of or under any Lease; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section (i) shall be in writing, and (ii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Parent Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Loan Agreement (Meta Materials Inc.), Loan Agreement (Next Bridge Hydrocarbons, Inc.)
Notices of Material Events. The Borrower Company will furnish to the Administrative Agent and Agent, which upon receipt shall provide to each Lender Lender, prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 Company and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA3,000,000;
(d) except of the occurrence of any of the following events affecting the Company or any ERISA Affiliate, and deliver to the Administrative Agent and each Lender a copy of any notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any ERISA Affiliate with respect to such event:
(i) an ERISA Event that could reasonably be expected to create a material liability of the Company;
(ii) a material increase in connection with the Unfunded Pension Liability of any transaction permitted pursuant Pension Plan;
(iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination 412 of the registration Code by the Company or any ERISA Affiliate; or
(iv) the adoption of any amendment to a Plan subject to Section 412 of the Borrower Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability;
(i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened in writing against the Company or any Subsidiary or any of their respective properties pursuant to any applicable Environmental Laws which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a potential liability of the Company and its Subsidiaries as an investment adviser under of $3,000,000 in the Investment Advisers Act aggregate in excess of 1940amounts reserved for or reasonably available from insurance or third parties, as amended(ii) all other Environmental Claims which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a potential liability of the Company and its Subsidiaries of $3,000,000 in the aggregate in excess of amounts reserved for or reasonably available from insurance or third parties, and (iii) any cancellation or expiration without renewal of any material investment advisory agreement environmental or similar contract to which condition on any real property adjoining or in the Borrower or any vicinity of its Subsidiaries is a party;
(e) the property of any material change in accounting policies or financial reporting practices by the Borrower Company or any Subsidiary (other than changes in GAAP);
(f) that could reasonably be anticipated to cause such property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such property under any announcement by Xxxxx’x or S&P Environmental Laws, except for any such restrictions which would not affect such Person's ability to continue its previous use of any change in a Debt Ratingsuch property; and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Labone Inc/), Credit Agreement (Labone Inc/)
Notices of Material Events. The Unless previously disclosed in the public reports of the Borrower filed or furnished with the SEC prior to the Effective Date, the Borrower will furnish to the Administrative Agent Agent, which shall furnish to each Issuing Bank and each Lender Lender, prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Responsible Officer or another executive officer of the Borrower, affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that relates in any material respect to any Loan Document;
(c) the occurrence of any (i) ERISA Event or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event will occur that, in either case, 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 Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect Effect; and
(excluding changes e) any change in generalized market conditions)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. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Information required to be furnished pursuant to this Section 5.02 shall be deemed to have been furnished if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on the Platform or shall be available on the website of the Borrower may, by delivering at xxxx://xxx.xxxxxxxxxxx.xxx or on the website of the SEC at xxxx://xxx.xxx.xxx; provided that the Borrower shall give notice of the making of any such documentation available on the website of the Borrower or on the website of the SEC to the Administrative Agent written (who shall then give notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered thereof to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any DefaultDefault of which Borrower has knowledge;
(b) 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 Affiliate thereof thatthat has a reasonable likelihood of being adversely determined and, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) ERISA Event of which the Borrower has knowledge that, alone or together with any such other ERISA Events that have occurred, could would reasonably be expected to result in liability Material Adverse Effect; provided, however, that “knowledge” of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan shall mean the actual knowledge of the Borrower or any after making due and diligent inquiries of each ERISA Affiliate having a substantial ownership interest in the Borrower; provided further that, on any date, the Borrower shall be deemed to have made such due and diligent inquiry as to any such ERISA Affiliate as of such date if it has made such inquiry within 90 days of such date (it being acknowledged and agreed that the Borrower is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAnot required to make any such inquiry);
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which if reasonably requested by the surviving Person’s registration remains effectiveAdministrative Agent, any suspension change in the information provided in the Beneficial Ownership Certification (if previously provided at the Administrative Agent’s request) that would result in a change to the list of beneficial owners identified in parts (c) or termination (d) of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;such Beneficial Ownership Certification; and
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development of which Borrower is aware that results has resulted in, or could would be reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.), Credit Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender Lender) prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof that, if adversely determined, of the Loan Parties 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 the Loan Parties (i) ERISA Event that, alone or together 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection with any transaction permitted pursuant to Section 6.04 in which event within fifteen (15) days after the surviving Person’s registration remains effective, Borrower or any suspension or termination of the registration Loan Parties knows or has reason to know that any ERISA Event has occurred that could result in liability to the Borrower or any of the Loan Parties, 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 any ERISA Event and any notices received by the Borrower, such Loan Party or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(e) the occurrence of any event of default, or the receipt by the Borrower or any of the Loan Parties of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Loan Parties;
(f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any announcement by Xxxxx’x termination, expiration or S&P loss of any change Material Agreement that, in each case, individually or in the aggregate, could reasonably be expected to result in a Debt Ratingreduction in revenue or Consolidated EBITDA of ten percent (10%) or more on a consolidated basis from the prior Fiscal Year; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01Effect.
Appears in 2 contracts
Samples: Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, Inc.)
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (through the Administrative Agent), promptly following obtaining knowledge thereof, written notice of the following:
(ai) the occurrence of any Default or Event of Default;
(bii) 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 Affiliate thereof that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect;
(ciii) (A) as soon as possible upon becoming aware of the occurrence of any (i) ERISA Event thator Foreign Plan Event, alone or together with any other ERISA Events that have occurreda written notice specifying the nature thereof, could reasonably be expected to result in liability of what action the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effectiveBorrower, any suspension or termination of the registration of the Borrower Restricted Subsidiary or any of its Subsidiaries as an investment adviser under their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Investment Advisers Act IRS, the Department of 1940Labor, as amended, the PBGC or any cancellation or expiration without renewal other governmental agency with respect thereto; and (B) with reasonable promptness, upon Administrative Agent’s request, copies of any material investment advisory agreement or similar contract (1) each Schedule B (Actuarial Information) to which the Borrower or any of its Subsidiaries is a party;
annual report (eForm 5500 Series) of any material change in accounting policies or financial reporting practices filed by the Borrower or any Restricted Subsidiary, any of the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates with the IRS with respect to each Pension Plan; (2) all notices received by the Borrower, any of the Restricted Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and three (3) copies of such other than changes in GAAP)documents or governmental reports or filings relating to any Plan or Pension Plan as Administrative Agent shall reasonably request;
(fiv) promptly following receipt thereof, copies of (i) any documents described in Section 101(f) of ERISA that the Borrower, any announcement by Xxxxx’x Restricted Subsidiary or S&P any ERISA Affiliate may request with respect to any Plan, and any documents described in 101(k) or 101(l) of ERISA that the Borrower, any change in Restricted Subsidiary or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the relevant Restricted Subsidiaries or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Restricted Subsidiary or the ERISA Affiliate shall promptly make a Debt Ratingrequest for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; and
(gv) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes other than in generalized market conditionsrespect of developments the subject matter of which is covered by subclauses (a)(ii)-(iv). ).
(b) Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Eastman Kodak Co), Credit Agreement (Eastman Kodak Co)
Notices of Material Events. The Borrower will furnish the following to the Administrative Agent and each Lender prompt written notice of the followingin writing:
(a) the occurrence promptly after Borrower knows or has reason to believe that any Default has occurred, notice of any such Default;
(b) the filing prompt notice of all legal or commencement arbitral proceedings, and of any action, suit or proceeding all proceedings by or before any arbitrator or Governmental Authority against or regulatory authority or agency, and of any material development in respect of such legal or other proceedings, affecting Borrower, any of its Subsidiaries or the Borrower or any Affiliate thereof Individual Properties, except proceedings that, if adversely determined, could reasonably be expected to result would not (either individually or in the aggregate) have a Material Adverse Effect;
(c) as soon as possible, and in any event within ten days after Borrower knows or has reason to believe that any ERISA Event has occurred or exists with respect to any Plan of Borrower, notice of the occurrence of any (i) such ERISA Event that, alone and a copy of any report or together notice required to be filed with any other ERISA Events that have occurred, could reasonably be expected or given to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the PBGC by Borrower or any an ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAwith respect to such ERISA Event;
(d) except in connection prompt notice of (i) any Environmental Defect with respect to an Individual Property, (ii) the assertion of any transaction permitted pursuant Environmental Claim by any Person against, or with respect to Section 6.04 in which the surviving Person’s registration remains effectiveactivities of, any suspension or termination of the registration of the Borrower or Borrower, any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation Individual Property and (iii) any alleged violation of or expiration without renewal non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than, in the case of clause (ii) or (iii), any Environmental Claim or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect, including copies of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a partyrelated Environmental Report;
(e) prompt notice of any material change in accounting policies default under any Qualified Lease or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Qualified Ground Lease;
(f) prompt notice of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect; and
(excluding changes in generalized market conditions)g) notice of any acquisition of a Real Estate Property by Borrower or any of its Subsidiaries within 15 days after such acquisition; and, at Lender's request, Borrower shall deliver to Lender, with respect to such Real Estate Property, a brief description and recent photograph, a rent roll summary, a pro forma and historic (if available) income statement and a summary of the key business terms of such acquisition. Each notice delivered under this Section 9.03 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 2 contracts
Samples: Credit Agreement (Entertainment Properties Trust), Credit Agreement (Entertainment Properties Trust)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could of its Subsidiaries which would 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) ERISA Event that, alone or together 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, could (ii) becomes subject to any Environmental Liability, (iii) receives written 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, would reasonably be expected to result in liability a Material Adverse Effect;
(d) promptly and in any event within 15 days after (i) the Borrower or any of its Subsidiaries knows or has reason to know that any ERISA Event that (individually or together with all other ERISA Events) would reasonably be expected to have a Material Adverse Effect has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and its Subsidiaries in 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 or such Subsidiary (or, if applicable, an aggregate amount exceeding $5,000,000, ERISA Affiliate) from the PBGC or any other governmental agency with respect thereto and (ii) determination becoming aware that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) or a Plan is, or is expected to be, in at risk status under Title IV of ERISA since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable such that the resulting Unfunded Pension Plan Liabilities, if incurred, or the at risk status, as applicable, would reasonably be expected to have a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Borrower;
(e) the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to the Existing Lien Credit Agreement or any Material Indebtedness of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAits Subsidiaries;
(df) except upon receipt thereof, copies of all final audit reports and all final management letters relating to the Borrower or any of its Subsidiaries submitted by the Borrower’s primary accountants or primary auditors in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effectiveeach annual, any suspension interim or termination special audit of the registration books of the Borrower or any of its Subsidiaries as an investment adviser under (provided, that, in the Investment Advisers Act event that the Borrower engages such accountants or auditors to perform a specific review, test, valuation or other analysis of 1940, as amended, all or any cancellation portion of the Borrower’s financial condition or expiration without renewal financial performance, the results of any material investment advisory agreement such engagement shall not be required to be delivered to the Administrative Agent or similar contract the Lenders to which the extent that such results are not otherwise required to be delivered pursuant to another provision of this Agreement);
(g) written notice of the receipt by the Borrower or any of its Subsidiaries is a party;
from any Governmental Authority or other Person of (e1) of any material change in accounting policies or financial reporting practices notice asserting any failure by the Borrower or any Subsidiary of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or any of its Subsidiaries or sets forth circumstances in any such event where the failure or the taking of action would reasonably be expected to have a Material Adverse Effect, (2) any notice of any actual or threatened in writing Limitation with respect to any Governmental Payor Arrangement, Third Party Payor Arrangement, License, or Company Accreditation of the Borrower or any of its Subsidiaries, where such action would reasonably be expected to have a Material Adverse Effect, or (3) any subpoena, search warrant, civil investigative demand or other than changes request or investigation by a Governmental Authority with respect to a possible violation of Healthcare Laws by the Borrower or any of its Subsidiaries (but excluding (A) state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation of Healthcare Laws, unless any deficiencies are of a kind that do result or likely will result in GAAPthe issuance of a notice of suspension or termination of any license, payment, or provider or supplier number or agreement, and (B) Routine Payor Audits);
(fh) the occurrence of any announcement action, event, investigation, notice or other item that could reasonably be expected to restrain or prevent, or impose any material adverse conditions on, the Existing Senior Notes Redemption;
(i) if any Default or Event of Default is in existence, if requested by Xxxxx’x the Administrative Agent, furnish to the Administrative Agent, to the maximum extent permitted by applicable Requirements of Law, (i) copies of all Company Regulatory Filings, (ii) copies of all Licenses, Company Accreditations and Company Reimbursement Approvals, as the same may be renewed or S&P amended; (iii) copies of all Health Care Audits and correspondence related thereto and corrective action plans prepared and submitted in response thereto, and (iv) a report of the status of all recoupments, holdbacks, offsets, vendor holds, denials and appeals of amounts owed pursuant to any change Company Reimbursement Approvals, in a Debt Ratingeach case outside the ordinary course of business (and ordinary course of business shall be deemed to exclude recoupments, holdbacks, offsets, denials and vendor holds resulting from, related to or arising out of allegations of fraud or patterns of practices of contracting, billing or claims submission inconsistent with Requirements of Law), all subject to any limitations on disclosure included in any Requirement of Law;
(j) any default or material amendment under, or termination of, (i) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of its Oxford Health Plans (NJ), (ii) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of the Midwest, (iii) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of New York, or (iv) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with UnitedHealthcare of New York, Inc.; and
(gk) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoEffect. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring (who will furnish to this Section 5.02, notify each Lender) the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 1 contract
Notices of Material Events. The Borrower Parent Guarantor will furnish to the Administrative Agent and (for distribution to each Lender prompt Participant) written notice of the following, promptly after a Responsible Officer of the Parent Guarantor has actual knowledge thereof:
(ai) the occurrence of any Default;
(bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Parent Guarantor, Lessee or any Affiliate Subsidiary thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;
(ciii) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt RatingMaterial Adverse Effect; and
(giv) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Regeneron Pharmaceuticals, Inc. Second Amended and Restated Guaranty Each notice delivered under this Section 8(b) shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Parent Guarantor setting forth the details of in reasonable detail the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower mayInformation required to be delivered pursuant to clauses (ii), by delivering to the Administrative Agent written notice specifically referring to (iii) and (iv) of this Section 5.02, notify the Lenders that the Borrower wishes 8(b) shall be deemed to amend any Schedule to this Agreement to include information about events, occurrenceshave been delivered if such information, or transactions arising after one or more annual, quarterly, current or other reports containing such information, is (A) filed for public availability on the Closing Date that would render untrue any representation SEC’s Electronic Data Gathering and Retrieval System, (B) posted or warranty the Parent Guarantor provides a link thereto on xxxx://xxx.xxxxxxxxx.xxx or xxxxx://xxxxxxxx.xxxxxxxxx.xxx or at another website identified in a notice from the Parent Guarantor and accessible by the Borrower under Participants without charge; or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is (C) delivered to the Administrative Agent upon for posting on, or otherwise posted on the Parent Guarantor’s or Lessee’s behalf on, an Internet or intranet website, if any, to which the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from Participants have access (whether a commercial, third-party website or whether sponsored by the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be Administrative Agent). Information required to amend Schedule 3.13 and Schedule 9.01be delivered pursuant to this Section 8(b) may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(ai) 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);
(bii) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower a Loan Party or any Affiliate thereof thatof its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ciii) the occurrence of any event or any other development by which a Loan Party or any of its Subsidiaries (i) ERISA Event that, alone receives notice or together 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 a Material Adverse Effect;
(iv) promptly and in any event within 15 days after (i) the a Loan Party, any of its Subsidiaries or any ERISA Affiliate knows or has reason to 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 (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 the Borrower, any of its Subsidiaries in an aggregate amount exceeding $5,000,000or any ERISA Affiliate, or (ii4) determination that of the adoption of any Pension amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of a Loan Party, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAsuch Loan Party;
(dv) except in connection with the occurrence of any transaction permitted pursuant default or event of default known to Section 6.04 in which the surviving Person’s registration remains effectiveBorrower, any suspension or termination of the registration of the Borrower receipt by a Loan Party or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement written notice of an alleged default or similar contract event of default, which has occurred and is continuing, with respect to which the Borrower any Material Indebtedness of a Loan Party or any of its Subsidiaries is a partySubsidiaries;
(evi) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any material change in accounting policies termination, expiration or financial reporting practices by the Borrower or loss of any Subsidiary (other than changes in GAAP)Material Agreement;
(fvii) of any announcement by Xxxxx’x or S&P notice of any change (A) in a Debt Ratingany Loan Party’s legal name, (B) 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); provided that the foregoing notice obligation shall not apply to any change in the location of books or records resulting from Parent’s agreement with Mxxxxxx Corporate Pty Ltd for the provision of company secretarial, registered office and accounting services, (C) in any Loan Party’s identity or legal structure, (D) in any Loan Party’s federal taxpayer identification number or organizational number or (E) in any Loan Party’s jurisdiction of organization; and
(gviii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect.
(excluding changes b) The Borrower will furnish to the Administrative Agent and each Lender as soon as available and in generalized market conditions). any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for a Loan Party or any of its Subsidiaries after the Closing Date on any Oil and Gas Property, which would reasonably be expected to result in a Material Adverse Effect.
(c) Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender (which shall promptly make such information available to the Lenders in accordance with its customary practices) prompt written notice of the following:following (and in any event no later than five (5) Business Days after any Responsible Officer’s knowledge of the occurrence thereof):
(a) the occurrence of any Default;
(b) the filing or commencement of any litigation, investigation, action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting involving the Borrower Borrower, any of its Subsidiaries or any Affiliate thereof thator any of their respective properties, if adversely determined, assets or business that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA5.0 million;
(d) except in connection with the occurrence and nature of any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower Prohibited Transaction or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amendedfunding deficiency with respect to any Plan, or any cancellation a transaction that Borrower reasonably knows the IRS or expiration without renewal Department of any material investment advisory agreement or similar contract to which the Borrower Labor or any of its Subsidiaries other Governmental Authority is reviewing to determine whether a partyProhibited Transaction might have occurred, in each case, that could reasonably be expected to result in a Material Adverse Effect;
(e) of any material change in accounting policies Loan Party’s intention to terminate or financial reporting practices by the Borrower or withdraw from any Subsidiary (other than changes in GAAP)Plan;
(f) the aggregate present value of accrued benefit liabilities (whether or not vested) under all Foreign Pension Plans, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current aggregate value of the assets of such Foreign Pension Plans allocable to such benefit liabilities by more than $5.0 million;
(g) any notice of any announcement violation received by Xxxxx’x any Loan Party or S&P any Subsidiary thereof from any Governmental Authority including any notice of violation of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect;
(h) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Loan Party or any Subsidiary thereof in each case that could reasonably be expected to result in a Material Adverse Effect;
(i) 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 Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment;
(j) any material notice provided to the holders of any change in Material Indebtedness along with a Debt Ratingcopy of such notice; and
(gk) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 5.02 (other than clause (h) above) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Credit Agreement (Flywire Corp)
Notices of Material Events. The Borrower will furnish Furnish the following to the Administrative Agent and each Lender prompt written notice of the followingin writing:
(a) promptly after any executive officer of Parent, Holdings or the occurrence 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;
(b) as soon as any executive officer of Parent, Holdings or the filing Borrower has actual knowledge of the facts that would give him or commencement her reason to know of any actionthe occurrence thereof, suit prompt notice of all legal or proceeding arbitral proceedings, and of all proceedings by or before any arbitrator governmental or Governmental Authority against regulatory authority or agency, and of any material development in respect of such legal or other proceedings, affecting the Borrower Parent or any Affiliate thereof of its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectaggregate liabilities or damages in excess of $5,000,000 over available insurance or indemnification by creditworthy third parties;
(c) (i) as soon as possible, and in any event within ten days after Parent, Holdings or the Borrower knows or has reason to believe that any ERISA Event has occurred or exists, notice of the occurrence of any (i) such ERISA Event that(and as soon as practicable thereafter, alone a copy of any report or together notice required to be filed with any other or given to the PBGC by Parent, Holdings or an ERISA Events that have occurredAffiliate with respect to such ERISA Event), if such ERISA Event could reasonably be expected to result in liability aggregate liabilities in excess of the Borrower $5,000,000 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Pension Plan of the Borrower Parent, Holdings or any ERISA Affiliate is considered an at-risk plan may request with respect to any Multiemployer Plan; provided, that if Parent, Holdings or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 any of the Code ERISA Affiliates have not requested such documents or Sections 303notices from the administer or sponsor of the applicable Multiemployer Plan, 304 then, upon reasonable request of the Administrative Agent, Parent, Holdings and/or its ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and 305 Parent shall provide copies of ERISAsuch documents and notices to the Administrative Agent promptly after receipt thereof and further provided that the rights granted to the Administrative Agent in this Section 6.2(c)(ii) shall be exercised not more than once during a 12-month period;
(d) except as soon as possible, and in connection with any transaction permitted event within five days prior to the incurrence by Parent of Indebtedness pursuant to Section 6.04 in which the surviving Person’s registration remains effectiveany Indenture, any suspension or termination notice of such incurrence;
(e) prompt notice of the registration assertion of any Environmental Claim by any Person against, or with respect to the Borrower activities of, Parent or any of its Subsidiaries as an investment adviser under the Investment Advisers Act and notice of 1940, as amended, any alleged violation of or non-compliance with any Environmental Laws or any cancellation Environmental Permits other than any Environmental Claim or expiration without renewal alleged violation that, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to result in remediation costs of more than $5,000,000 over available insurance or indemnification by creditworthy third parties or materially adversely affect the operation of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);Park; and
(f) prompt notice of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 6.2 shall be accompanied by a statement of a Financial Responsible Officer of Parent or other executive officer of the Borrower setting forth in reasonable detail the details facts and circumstances of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Six Flags Entertainment Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit suit, Proceeding, audit, survey, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower Holdings or any Affiliate thereof thatof its Subsidiaries that (i) seeks injunctive or similar relief, if adversely determined(ii) seeks to impose civil monetary penalties or immediate jeopardy findings, could (iii) alleges potential or actual violations of any Health Care Law by Holdings or any of its Subsidiaries or any of its Licensed Personnel or (iv) places at risk of revocation, limitation, or other negative impact on any Health Care Permits or Third Party Payor Authorizations, in each case, which would, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any event or any other development by which Holdings or any of its Subsidiaries (i) ERISA Event that, alone or together 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effectiveevent within 15 days after Holdings, any suspension of its Subsidiaries or termination any ERISA Affiliate (i) knows or has reason to know that any ERISA Event has occurred, a certificate of the registration 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 Holdings, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) knows (1) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Pension 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 material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Pension Plan subject to Section 412 of the Code by Holdings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Pension Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Holdings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(e) the occurrence of any event of default, or the receipt by Holdings or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract written notice of an alleged event of default, with respect to which the Borrower any Material Indebtedness of Holdings or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) any termination, expiration or loss of any announcement by Xxxxx’x Material Agreement that, individually or S&P of any change in the aggregate, could reasonably be expected to result in a Debt Rating; andreduction in Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year;
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect; and
(excluding changes h) any change in generalized market conditions). Each notice delivered under this Section shall be accompanied by the information provided in the Beneficial Ownership Certification that would result in a statement change to the list of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretobeneficial owners identified therein. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring to this Section 5.02, notify and each Lender the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 1 contract
Samples: Credit Agreement (PACS Group, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(di) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices receipt by the Borrower or any Insurance Subsidiary of any notice from any Governmental Authority of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or suspend, any License now or hereafter held by any Insurance Subsidiary which is required to conduct insurance business in compliance with all applicable laws and regulations, other than such expiration, revocation or suspension which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ii) the receipt of any notice from any Governmental Authority of the institution of any disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (iii) any judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (other than changes in GAAP)and not the insurance industry generally) which has been issued or adopted and which could reasonably be expected to have a Material Adverse Effect;
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(ge) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Effect; and Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of each of the following, promptly after it becomes known to a Responsible Officer:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including, without limitation, any action, suit or proceeding instituted by the Florida Department of Insurance or the Insurance Regulatory Authority of any other applicable state) against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatSubsidiary 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000500,000;
(e) the forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or (ii) determination that material modification of any Pension Plan of Governmental Approval held by the Borrower or any ERISA Affiliate Subsidiary or the occurrence of any event or the existence of any circumstances which is considered an atlikely to lead to the forfeiture, non-risk plan renewal, cancellation, termination, revocation, suspension, impairment or material modification of any Governmental Approval held by the Borrower or any Subsidiary, the result of which could reasonably be expected to have a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(df) except in connection with the receipt of any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, notice or other communication from any suspension or termination Governmental Authority of the registration a material violation of any Requirement of Law by the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940including, as amendedwithout limitation, or any cancellation or expiration without renewal of such notice from any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt RatingInsurance Regulatory Authority; and
(g) any other development (including, without limitation, any change in any Requirement of Law applicable to the Borrower or any of its Subsidiaries such as, by way of illustration and not limitation, any actual changes in any insurance statute, rule or regulation governing the investment or dividend practices of any Insurance Subsidiary) that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Fpic Insurance Group Inc)
Notices of Material Events. The Borrower Company will furnish to the Administrative Agent and Agent, which upon receipt shall provide to each Lender Lender, prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 Company and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA3,000,000;
(d) except of the occurrence of any of the following events affecting the Company or any ERISA Affiliate (and the Company will deliver to the Administrative Agent and each Lender a copy of any notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any ERISA Affiliate with respect to such event):
(i) an ERISA Event that could reasonably be expected to create a material liability of the Company;
(ii) a material increase in connection with the Unfunded Pension Liability of any transaction permitted pursuant Pension Plan;
(iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination 412 of the registration Code by the Company or any ERISA Affiliate; or
(iv) the adoption of any amendment to a Plan subject to Section 412 of the Borrower Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability;
(i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened in writing against the Company or any Subsidiary or any of their respective properties pursuant to any applicable Environmental Laws which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a potential liability of the Company and its Subsidiaries as an investment adviser under of $3,000,000 in the Investment Advisers Act aggregate in excess of 1940amounts reserved for or reasonably available from insurance or third parties, as amended(ii) all other Environmental Claims which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a potential liability of the Company and its Subsidiaries of $3,000,000 in the aggregate in excess of amounts reserved for or reasonably available from insurance or third parties, and (iii) any cancellation or expiration without renewal of any material investment advisory agreement environmental or similar contract to which condition on any real property adjoining or in the Borrower or any vicinity of its Subsidiaries is a party;
(e) the property of any material change in accounting policies or financial reporting practices by the Borrower Company or any Subsidiary (other than changes in GAAP);
(f) that could reasonably be anticipated to cause such property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such property under any announcement by Xxxxx’x or S&P Environmental Laws, except for any such restrictions which would not affect such Person's ability to continue its previous use of any change in a Debt Ratingsuch property; and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Credit Agreement (Labone Inc/)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender Lender) prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower Parent or any Affiliate thereof that, if adversely determined, of its Subsidiaries 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 Parent or any of its Subsidiaries (i) ERISA Event that, alone or together 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 a Material Adverse Effect;
(d) promptly and in any event within fifteen (15) days after (i) the Parent, any of its Subsidiaries or an ERISA Affiliate knows that any ERISA Event has occurred that could result in material liability to the Borrower or any of the Loan Parties, 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 any ERISA Event and any notices received by the Borrower, such Loan Party 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 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 Loan Parties or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(e) the occurrence of any event of default, or the receipt by the Parent or any of its Subsidiaries of any written notice of an aggregate amount exceeding $5,000,000alleged default or event of default, with respect to any Material Indebtedness of the Parent or any of its Subsidiaries;
(f) promptly, and in any event within ten (10) Business Days (i) after any Material Agreement is terminated or cancelled, expires and is not renewed or is amended in a manner that is materially adverse to Parent or a Subsidiary, as the case may be, or (ii) determination that any Pension Plan of new Material Agreement, the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of which would reasonably be likely to result in a Material Adverse Effect, is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the registration of extent such delivery is permitted by the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal terms of any material investment advisory agreement such Material Agreement; provided, no such prohibition on delivery shall be effective if it were bargained for by Parent or similar contract to which its applicable Subsidiary with the Borrower or any intent of its Subsidiaries is a party;
(e) avoiding compliance with this Section 5.2(f)), and an explanation of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; andactions being taken with respect thereto
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect; and
(excluding changes h) any change in generalized market conditions). Each notice delivered under this Section shall be accompanied by the information provided in the Beneficial Ownership Certification that would result in a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering change to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, list of beneficial owners identified in parts (c) or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as (d) of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01certification.
Appears in 1 contract
Notices of Material Events. The MLP and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the MLP, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA Event thator notice that any Multiemployer Plan is in reorganization, alone is insolvent or together has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any other ERISA Events that have occurredPlan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multi-Employer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in liability the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000the MLP setting forth details as to such occurrence and action, if any, which the Borrower, the MLP or (ii) determination that any Pension Plan of the Borrower or any applicable ERISA Affiliate is considered an at-risk plan required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), together with a certified copy of such amendment;
(f) any of the following events, in generalized market conditionseach case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect:
(i) the receipt by the MLP (or its general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability;
(ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the MLP, the Borrower or any of their Subsidiaries; or
(iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, the Borrower or any of their Subsidiaries; and
(g) Any substitution for or replacement of the Series 2010A Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 0000X Xxxxxxxxx) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2010A Lease Agreement, the Series 0000X Xxxxxxxxx and the Series 2010A Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2010A Lease Agreement, the Series 0000X Xxxxxxxxx or the Series 2010A Initial Letter of Credit with respect to such replacement or substitution.
(h) Any substitution for or replacement of the Series 2010B Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2010B Indenture) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2010B Lease Agreement, the Series 2010B Indenture and the Series 2010B Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2010B Lease Agreement, the Series 2010B Indenture or the Series 2010B Initial Letter of Credit with respect to such replacement or substitution. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Financial Officer or executive officer of the Borrower obtains actual knowledge thereof:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any Affiliate Subsidiary thereof thator any Healthcare Facility that involves a reasonable possibility of an adverse determination and which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred (for which liability remains unsatisfied), could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal institution of any material investment advisory agreement investigation or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by proceeding against Holdings, the Borrower or any Subsidiary thereof or any Healthcare Facility to suspend, revoke or terminate or that may result in the termination of any Medicaid Provider Agreement, Medicaid Certification, Medicare Provider Agreement or Medicare Certification or that may result in their exclusion from participation in any federal or state healthcare program, or with regard to Holdings, the Borrower, any Subsidiary thereof, any Healthcare Facility or any employee of any of them if related to his or her employment position, the receipt of a subpoena, civil investigative demand or the commencement of a special audit.
(other than changes e) any notice of loss or threatened loss of any material accreditation, loss of participation in GAAP)any material Medical Reimbursement Program or loss of any material applicable health care license;
(f) the failure of any announcement by Xxxxx’x or S&P Healthcare Facility to meet the requirements in 42 C.F.R. §412.23(e) to qualify as a long-term care hospital after its first complete cost report period, including the requirement with respect to such Healthcare Facility’s average length of any change stay in a Debt Ratingits most recently completed cost reporting period; and
(g) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatof its Subsidiaries that (i) seeks injunctive or similar relief, (ii) alleges potential or actual violations of any Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (iii) if adversely determined, could could, either individually or in the aggregate, 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) ERISA Event that, alone or together 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to 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 transaction permitted pursuant 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 (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 6.04 in which 412 of the surviving Person’s registration remains effectiveCode by the Borrower, any suspension of its Subsidiaries or termination any ERISA Affiliate, or (4) of the registration 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;
(e) the occurrence of any event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any announcement by Xxxxx’x termination, expiration or S&P loss of any change Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a Debt Ratingreduction in Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoEffect. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring to this Section 5.02, notify and each Lender the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Ensign Group, Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or affecting Parent, the General Partner, the Borrower or any Affiliate thereof 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 (i) 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 its Restricted Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA35,000,000;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal notice of any material investment advisory agreement action arising under any Environmental Law or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices noncompliance by the Borrower or any Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(other than changes e) any material change in GAAP)accounting or financial reporting practices by Parent, the General Partner, the Borrower or any Subsidiary;
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes g) any change in generalized market conditions)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
(h) promptly, and in any event within ten (10) Business Days, after a Responsible Officer of the Borrower has knowledge thereof, give notice to the Administrative Agent of (who will in turn provide notice to the Lenders of): (i) any Event of Loss, (ii) the filing of a libel or complaint against a Vessel owned by the Borrower or its Restricted Subsidiaries, or an attachment or levy which remains in effect more than thirty (30) days, or the taking into custody by virtue of any legal proceeding in any court of competent jurisdiction of a Vessel owned by the Borrower or its Restricted Subsidiaries and (iii) any failure by a Vessel owner to maintain the flag and vessel or ship registry in an Acceptable Flag Jurisdiction in respect of any Vessel that is Collateral. Each notice delivered under this Section 5.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of Excelerate Credit Agreement dated April 18, 2022” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer Responsible Officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Excelerate Energy, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate Subsidiary thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its the Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating25,000,000; and
(gd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to hereby acknowledges that (a) the Administrative Agent written notice specifically referring and/or the Arrangers will make available to this Section 5.02, notify 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 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 wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by Materials “PUBLIC,” the Borrower under or pursuant to this Agreement. Such amendment will shall be deemed effective as of the date that such notice is delivered to have authorized the Administrative Agent upon Agent, the Administrative Agent giving notice Arrangers, 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 the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; state securities laws (provided, however, that to the consent 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 Required Lenders 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 required under any obligation to amend Schedule 3.13 and Schedule 9.01xxxx any Borrower Materials “PUBLIC.”
Appears in 1 contract
Notices of Material Events. The Parent and the Borrower will shall furnish to the Administrative Agent and each Lender prompt written notice of each of the following:following within the time period specified therein (or, if no such time period is specified, on or within ten (10) days (or such longer or shorter period as may be expressly set forth below) after any Responsible Officer of Parent or the Borrower first learns of or acquires knowledge with respect to any of the below events or circumstances):
(a) the The occurrence of any Event of Default;.
(b) the filing or commencement The occurrence of any event with respect to any property or assets of Parent or any of its Subsidiaries resulting in a Loss, which notice shall include whether such loss is covered by insurance or if the insurance carrier has disclaimed coverage of such Loss, aggregating $1,000,000 (or the Equivalent Amount in other currencies) or more.
(c) Any Claim, action, suit suit, notice of violation, hearing, investigation or proceeding by other proceedings pending, or before any arbitrator or Governmental Authority to Parent knowledge, threatened (in writing) against or affecting the Borrower Parent or any Affiliate thereof of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, whether made by a Governmental Authority or other Person that, if adversely determined, determined could reasonably be expected to result in a Material Adverse Effect;.
(c) the occurrence of any (i) On or prior to the date of any filing by any ERISA Event thatAffiliate of any notice of intent to terminate any Title IV Plan, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a copy of the Borrower such notice and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that promptly, and in any Pension Plan event within ten (10) days, after any Responsible Officer of the Borrower or any ERISA Affiliate knows or has reason to know (A) that an ERISA Event has occurred or is considered an at-risk plan reasonably expected to occur or (B) that a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Sections 303Multiemployer Plan, 304 a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and 305 any action that any ERISA Affiliate proposes to take with respect to either of ERISA;the foregoing, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.
(di) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or The termination of any Material Agreement other than in accordance with its terms, including as a result of a breach or default; (ii) the registration of the Borrower receipt by Parent or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract notices of default under any Material Agreement that could give rise to which an early termination thereof (and a copy thereof); (iii) the Borrower entering into of any new Material Agreement by Parent or any of its Subsidiaries is (and a party;copy thereof); or (iv) any material amendment to a Material Agreement (and a copy thereof).
(ef) As, when and to the extent required therein, the reports and notices as required by the Security Documents.
(g) Within thirty (30) days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Borrower Obligors; provided that disclosure in the notes to such financial statements, if any, shall be deemed to satisfy the requirements of this Section 8.02(g).
(h) 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 Parent or any Subsidiary of its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect.
(i) Any licensing agreement or similar arrangement entered into by Parent or any of its Subsidiaries in connection with any infringement or alleged infringement of any Material Intellectual Property of another Person.
(j) Concurrently with the delivery of a Compliance Certificate pursuant to Section 8.01(d), notice of the creation, development or other acquisition of any Intellectual Property by Parent or any of its Subsidiaries after the Closing Date and during such prior fiscal quarter or fiscal year, as the case may be, for which such financial statements were delivered, which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority.
(k) Any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts (in each case, other than changes in GAAPExcluded Accounts);, by delivering to the Agent, a notice setting forth a complete and correct list of all such accounts as of the date of such change.
(fl) The acquisition by any Obligor or any of its Subsidiaries, in a single or series or related transactions, of any announcement fee interest in any real property having a fair market value in excess of $500,000.
(m) Concurrently with the delivery thereof to RTW, copies of all notices and other reports required to be delivered by Xxxxx’x or S&P the Borrower to RTW under the RTW Royalty Financing Agreement and, to the extent that the Additional RTW Royalty Financing Agreement has been executed by RTW and [Allurion] pursuant to the terms of the Side Letter, the Additional RTW Royalty Financing Agreement.
(n) The occurrence of any change in a Debt Rating; andmaterial product recalls, safety alerts, corrections, withdrawals, marketing suspensions, removals or the like conducted, to be undertaken or issued by an Obligor, any Subsidiary thereof or their respective suppliers whether or not at the request, demand or order of any Governmental Authority or otherwise with respect to any Product, or any basis for undertaking or issuing any such action or item.
(go) The occurrence or existence of any other development event, circumstance, act or omission that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)or a Material Regulatory Event. Each notice delivered under this Section 8.02 (other than any notice delivered pursuant to Section 8.02(e)(iii) or (iv)) shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of Parent and the Borrower setting forth the summary details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower mayNothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by delivering this Agreement or any other Loan Document. Documents required to be delivered pursuant to Section 8.01 and this Section 8.02 (i) (to the Administrative Agent written notice specifically referring extent any such documents are included in materials otherwise filed with the U.S. Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to this Section 5.02, notify have been delivered on the Lenders that date (i) on which the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrencesposts such documents, or transactions arising after provides a link thereto on the Closing Date that would render untrue Borrower’s website on the Internet at any representation website address of the Borrower, or warranty (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 Agent have access (whether a commercial, third- party website or whether sponsored by the Agent). The 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 under 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. Each of the Parent and the Borrower hereby acknowledges that the Agent or the Lenders may not wish to receive material non-public information with respect to the Parent, the Borrower or their Affiliates, or the respective securities of any of the foregoing, and the Agent, the Lenders or their respective personnel may be engaged in investment and other market-related activities with respect to such Persons’ securities. Notwithstanding anything to the contrary in this Agreement, the Parent and the Borrower covenant and agree that, except for the information required pursuant to this Agreementclauses (a) above, neither it, nor any Person acting on its behalf, will provide, or become obligated to provide, the Agent or any Lender or their respective representatives or agents with any other information that the Parent or the Borrower reasonably believes constitutes material non-public information, unless prior thereto, such receiving Person shall have confirmed to the Parent or the Borrower, as applicable, in writing that it consents to receive such information. Such amendment will be deemed effective as The Parent and the Borrower hereby acknowledge that each Lender is relying on the foregoing covenant in effecting transactions in securities of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01Parent.
Appears in 1 contract
Samples: Bridging Agreement (Allurion Technologies Holdings, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating1,000,000; and
(gd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to hereby acknowledges that (a) the Administrative Agent written notice specifically referring will make available to this Section 5.02, notify 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 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 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 wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by Materials “PUBLIC,” the Borrower under or pursuant to this Agreement. Such amendment will shall be deemed effective to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material 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; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the date that such notice is delivered to Platform designated “Public Investor;” and (z) the Administrative Agent upon the Administrative Agent giving notice shall be entitled to the treat any Borrower and the Lenders within 10 Business Days from the receipt thereof Materials that the Required Lenders have consented thereto; provided, however, that the consent are not marked “PUBLIC” as being suitable only for posting on a portion of the Required Lenders shall Platform not be required to amend Schedule 3.13 and Schedule 9.01designated “Public Investor.”
Appears in 1 contract
Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent and each Lender prompt written notice of the following:
: (a) promptly and, in any event, within three (3) Business Days of knowledge of the occurrence thereof, the occurrence of any Default or Event of Default;
; (b) promptly and, in any event, within seven (7) Business Days of receiving notice of, the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting any Loan Party or affecting any Subsidiary or any of their respective assets, franchises or licenses which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) promptly and, in any event, within ten (10) Business Days of knowledge of the occurrence thereof, the occurrence of any event or any other development by which the Borrower or any Affiliate thereof thatof its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, if adversely determinedmaintain 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;
; (cd) promptly and, in any event, within seven (7) Business Days after (A) the occurrence Borrower, any of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan knows or has reason to know that any ERISA Event has occurred, a plan in endangered or critical status within the meaning certificate of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration a Responsible Officer of the Borrower or any of its Subsidiaries as an investment adviser under describing such ERISA Event and the Investment Advisers Act of 1940action, as amendedif any, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth 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 the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto. The Borrower may, by delivering to 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 Administrative Agent written notice specifically referring to this Section 5.02, notify date the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrencesrepresentations hereunder are given or deemed given, or transactions arising after from any prior notice, as applicable, (2) of the Closing Date that would render untrue existence of any representation Withdrawal Liability, (3) of the adoption of, or warranty the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower under Borrower, any of its Subsidiaries or pursuant to this Agreement. Such amendment will be deemed effective as any ERISA Affiliate, or (4) of the date that such notice is delivered adoption of any amendment to the Administrative Agent upon the Administrative Agent giving notice a Plan subject to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent Section 412 of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.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 a Responsible Officer of the Borrower;
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatSubsidiary 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 and its Subsidiaries in an aggregate amount exceeding $5,000,0001,000,000;
(e) the occurrence of any default or event of default, or (ii) determination that any Pension Plan of the receipt by Borrower or any ERISA Affiliate is considered of its Subsidiaries of any written notice of an at-risk plan alleged default or a plan event of default, in endangered or critical status within the meaning respect of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) simultaneously with the delivery of each Compliance Certificate, a written list of all Material Subsidiaries formed, acquired, or created from a transfer of assets or through any announcement by Xxxxx’x or S&P other event, during the period commencing on the Closing Date and ending on the date on which the first Compliance Certificate is delivered, and thereafter since the date of the most recently delivered Compliance Certificate; such written list shall include the name of each new Material Subsidiary, its state of incorporation, list of its officers and any change in a Debt Ratingother information that the Administrative Agent shall reasonably request; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender Agents prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Loan Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes e) any change in generalized market conditions)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 Comenity Bank or the termination of such program and the replacement of Comenity 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 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Notices of Material Events. The Borrower will furnish -------------------------- to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate thereof of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA10,000,000;
(d) except in connection the assertion of any environmental matter by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any transaction permitted pursuant Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely Credit Agreement ---------------- determined, would not (either individually or in the aggregate) have a Material Adverse Effect;
(e) immediately, notice of actual (or threatened action that could lead to Section 6.04 in the) suspension, termination or revocation of any License of any Insurance Company which is a Material Subsidiary by any governmental authority (including any Applicable Insurance Regulatory Authority), including any notice by any governmental authority of the surviving Person’s registration remains effectivecommencement of any proceeding, hearing or administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any suspension action which adversely affects the authority of such Insurance Company to conduct its business after notice thereof by such governmental authority (including any such Applicable Insurance Regulatory Authority);
(f) promptly after the Borrower knows or termination has reason to believe that any insurance, banking or other regulator having jurisdiction over the Borrower or any of its Material Subsidiaries has commenced any proceeding, issued any order, given notice of a formal hearing, sought relief from any court or taken any similar action with respect to the registration Borrower or any of its Material Subsidiaries that seeks to, or would, result in the revocation of any license or authorization of the Borrower or any of its Material Subsidiaries as an investment adviser under or materially restrict the Investment Advisers Act ability of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Material Subsidiaries is to do business in any jurisdiction, a party;
(e) of any material change notice describing in accounting policies reasonable detail such proceeding, order, hearing or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Ratingsimilar action; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer senior financial officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(ge) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The MLP and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the MLP, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA Event thator notice that any Multiemployer Plan is in reorganization, alone is insolvent or together has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any other ERISA Events that have occurredPlan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multi-Employer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in liability the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000the MLP setting forth details as to such occurrence and action, if any, which the Borrower, the MLP or (ii) determination that any Pension Plan of the Borrower or any applicable ERISA Affiliate is considered an at-risk plan required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), together with a certified copy of such amendment;
(f) any of the following events, in generalized market conditionseach case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect:
(i) the receipt by the MLP (or its general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability;
(ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the MLP, the Borrower or any of their Subsidiaries; or
(iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, the Borrower or any of their Subsidiaries; and
(g) Any substitution for or replacement of the Series 2008 Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2008 Indenture) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2008 Lease Agreement, the Series 0000 Xxxxxxxxx and the Series 2008 Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2008 Lease Agreement, the Series 0000 Xxxxxxxxx or the Series 2008 Initial Letter of Credit with respect to such replacement or substitution.
(h) Any substitution for or replacement of the Series 2011 Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2011 Indenture) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2011 Lease Agreement, the Series 0000 Xxxxxxxxx and the Series 2011 Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2011 Lease Agreement, the Series 0000 Xxxxxxxxx or the Series 2011 Initial Letter of Credit with respect to such replacement or substitution. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent Agent, each Lender and each Lender Issuing Bank prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatof its Subsidiaries 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) ERISA Event that, alone or together 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection any event within fifteen (15) days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to 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 transaction permitted pursuant 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 (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 6.04 in which 412 of the surviving Person’s registration remains effectiveCode by the Borrower, any suspension of its Subsidiaries or termination any ERISA Affiliate, or (4) of the registration 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;
(e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any announcement by Xxxxx’x termination, expiration or S&P loss of any change in a Debt Rating; andMaterial Agreement;
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect; and
(excluding changes h) any change in generalized market conditions). Each notice delivered under this Section shall be accompanied by the information provided in the Beneficial Ownership Certification that would result in a statement change to the list of a Financial Officer beneficial owners identified in parts (c) or other executive officer (d) of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretocertification. The Borrower may, by delivering will furnish to the Administrative Agent written Agent, each Lender and each Issuing Bank the following:
(x) promptly and in any event at least thirty (30) days prior thereto, notice specifically referring to this Section 5.02of any change (i) in any Loan Party’s legal name, notify (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 Lenders that the Borrower wishes to amend establishment of any Schedule to this Agreement to include information about eventssuch new office or facility), occurrences(iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or transactions arising after the Closing Date that would render untrue organizational number or (v) in any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as Loan Party’s jurisdiction of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented theretoorganization; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.and
Appears in 1 contract
Samples: Credit Agreement (Ring Energy, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following::
(a) the occurrence of any DefaultDefault of which Borrower has knowledge;
(b) 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 Affiliate thereof thatthat has a reasonable likelihood of being adversely determined and, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) ERISA Event of which the Borrower has knowledge that, alone or together with any such other ERISA Events that have occurred, could would reasonably be expected to result in liability Material Adverse Effect; provided, however, that “knowledge” of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan shall mean the actual knowledge of the Borrower or any after making due and diligent inquiries of each ERISA Affiliate having a substantial ownership interest in the Borrower; provided further that, on any date, the Borrower shall be deemed to have made such due and diligent inquiry as to any such ERISA Affiliate as of such date if it has made such inquiry within 90 days of such date (it being acknowledged and agreed that the Borrower is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAnot required to make any such inquiry);
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which if reasonably requested by the surviving Person’s registration remains effectiveAdministrative Agent, any suspension change in the information provided in the Beneficial Ownership Certification (if previously provided at the Administrative Agent’s request) that would result in a change to the list of beneficial owners identified in parts (c) or termination (d) of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;such Beneficial Ownership Certification; and
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development of which Borrower is aware that results has resulted in, or could would be reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Credit Agreement (ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc.)
Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt Lender), through the Administrative Agent, written notice of the followingfollowing promptly after obtaining knowledge thereof:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower Borrower, any Subsidiary or any Affiliate thereof Affiliated Practice that, if adversely determined, could is reasonably be expected likely to result in a Material Adverse Effect;
(c) the occurrence of any (i) ERISA Event that, that alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA10,000,000;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effectivereceipt by Holdings, any suspension or termination of the registration of the Borrower or any Subsidiary or, to the knowledge of its Subsidiaries Holdings or the Borrower, any Affiliated Practice of (i) any notice of any loss of (A) accreditation from the Joint Commission on Accreditation of Healthcare Organizations or (B) any governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise or (ii) any notice, compliance order or adverse report issued by any Governmental Authority or Third Party Payor that is material to the business of the Borrower and the Subsidiaries, taken as an investment adviser under a whole and, if not promptly complied with or cured, could result in (A) the Investment Advisers Act of 1940, as amended, suspension or any cancellation or expiration without renewal forfeiture of any material investment advisory agreement governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or similar contract franchise necessary for the Borrower, any Subsidiary or the Affiliated Practices generally to which carry on its or their business as now conducted or as proposed to be conducted or (B) any other material Limitation imposed upon the Borrower Borrower, any Subsidiary or any of its Subsidiaries is a partythe Affiliated Practices generally;
(e) any Change in Law of the type described in clause (a) or (b) of such definition relating to any Third Party Payor Arrangement that could reasonably be expected to have a material change in accounting policies or financial reporting practices by and adverse effect on the Borrower ability of the Borrower, any Subsidiary or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x Affiliated Practice to carry on its business as now conducted or S&P of any change in a Debt Ratingas proposed to be conducted; and
(gf) any other development that results in, or could is reasonably be expected likely to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower and/or the Holding Company will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any DefaultDefault or (in the case of the Holding Company only) any Default relating to the Holding Company;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Holding Company, the Borrower or any Affiliate thereof of the Borrower’s Subsidiaries or any of their respective assets, franchises or licenses (including the Broadcast Licenses for Owned Stations) that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or against or affecting any Material Third-Party Licensee for a Contract Station or any Broadcast License for such Contract Station that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or the loss of any Broadcast License (other than an Immaterial Broadcast License) for such Contract Station;
(c) the occurrence of any (i) ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Holding Company, the Borrower and its Subsidiaries (including Unrestricted Subsidiaries) in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA25,000,000;
(d) except in connection the assertion of any environmental matter by any Person against, or with any transaction permitted pursuant respect to Section 6.04 in which the surviving Person’s registration remains effectiveactivities of, any suspension or termination of the registration of Holding Company, the Borrower or any of its the Borrower’s Subsidiaries as an investment adviser under the Investment Advisers Act and any alleged violation of 1940, as amended, or non-compliance with any Environmental Laws or any cancellation permits, licenses or expiration without renewal authorizations, other than any environmental matter or alleged violation that could reasonably be expected to result in liability of any material investment advisory agreement or similar contract to which the Holding Company, the Borrower or any of its and the Borrower’s Subsidiaries is a party;
(eincluding Unrestricted Subsidiaries) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Ratingan aggregate amount exceeding $25,000,000; and
(ge) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower or the Holding Company, as applicable, setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will will, upon actual knowledge thereof by a Financial Officer or other executive officer, furnish to the Administrative Agent and each Lender for distribution to the Lenders prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate Subsidiary thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries ERISA Affiliates in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or could reasonably be expected to result in a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes e) except as a result of the consummation of any Qualifying IPO, any change in generalized market conditions)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
(f) any party to any MGA Agreement providing a notice of termination to any other party thereunder. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 such 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). The Borrower mayInformation required to be delivered pursuant to clause (b) 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, shall have been posted by delivering to the Administrative Agent written notice specifically referring on an Intralinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 5.02, notify the Lenders that the Borrower wishes may also be delivered by electronic communications pursuant to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty procedures approved by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01Agent.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatof its Subsidiaries that (i) seeks injunctive or similar relief, if adversely determined(ii) alleges potential or actual violations of any Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (iii) would, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; US-DOCS\51545218.9
(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, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(cd) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to 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 (ii) becoming aware (1) that there has been a material 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 material 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;
(e) the occurrence of any event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries;
(if) ERISA Event 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, alone individually or together with any other ERISA Events that have occurredin the aggregate, could reasonably be expected to result in liability a reduction in Consolidated EBITDA of 10% or more on a consolidated basis from the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Ratingprior Fiscal Year; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoEffect. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring to this Section 5.02, notify and each Lender the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 1 contract
Samples: Credit Agreement (Ensign Group, Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or affecting Parent, the Borrower or any Affiliate thereof 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 (i) 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 its Restricted Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA35,000,000;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal notice of any material investment advisory agreement action arising under any Environmental Law or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices noncompliance by the Borrower or any Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(other than changes e) any material change in GAAP)accounting or financial reporting practices by Parent, the Borrower or any Subsidiary;
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes g) any change in generalized market conditions)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
(h) promptly, and in any event within ten (10) Business Days, after a Responsible Officer of the Borrower has knowledge thereof, give notice to the Administrative Agent of (who will in turn provide notice to the Lenders of): (i) any Event of Loss, (ii) the filing of a libel or complaint against a Vessel owned by the Borrower or its Restricted Subsidiaries, or an attachment or levy which remains in effect more than thirty (30) days, or the taking into custody by virtue of any legal proceeding in any court of competent jurisdiction of a Vessel owned by the Borrower or its Restricted Subsidiaries and (iii) any failure by a Vessel owner to maintain the flag and vessel or ship registry in an Acceptable Flag Jurisdiction in respect of any Vessel that is Collateral. Each notice delivered under this Section 5.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of Excelerate Credit Agreement dated [•], 2022” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer Responsible Officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Excelerate Energy, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender (which shall promptly make such information available to the Lenders in accordance with its customary practices) prompt written notice of the following:following (and in any event no later than five (5) Business Days after any Responsible Officer’s knowledge of the occurrence thereof):
(a) the occurrence of any Default;
(b) the filing or commencement of any litigation, investigation, action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting involving the Borrower Borrower, any of its Subsidiaries or any Affiliate thereof thator any of their respective properties, if adversely determined, assets or business that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA5.0 million;
(d) except in connection with the occurrence and nature of any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower Prohibited Transaction or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amendedfunding deficiency with respect to any Plan, or any cancellation a transaction that Borrower reasonably knows the IRS or expiration without renewal Department of any material investment advisory agreement or similar contract to which the Borrower Labor or any of its Subsidiaries other Governmental Authority is reviewing to determine whether a partyProhibited Transaction might have occurred, in each case, that could reasonably be expected to result in a Material Adverse Effect;
(e) of any material change in accounting policies Loan Party’s intention to terminate or financial reporting practices by the Borrower or withdraw from any Subsidiary (other than changes in GAAP)Plan;
(f) the aggregate present value of accrued benefit liabilities (whether or not vested) under all Foreign Pension Plans, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current aggregate value of the assets of such Foreign Pension Plans allocable to such benefit liabilities by more than $5,000,000;
(g) any notice of any announcement violation received by Xxxxx’x any Loan Party or S&P any Subsidiary thereof from any Governmental Authority including any notice of violation of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect;
(h) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Loan Party or any Subsidiary thereof in each case that could reasonably be expected to result in a Material Adverse Effect;
(i) 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 Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment;
(j) any material notice provided to the holders of any change in Material Indebtedness along with a Debt Ratingcopy of such notice; and
(gk) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 5.02 (other than clause (h) above) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Credit Agreement (Flywire Corp)
Notices of Material Events. The Lead Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingoccurrence of any of the following after any Responsible Officer of the Lead Borrower obtains knowledge thereof:
(a) A Default or Event of Default, specifying the occurrence of any Defaultnature 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 proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Loan Party or any Affiliate thereof that, if adversely determined, could Restricted Subsidiary of the Lead Borrower that has a reasonable likelihood of adverse determination and such adverse determination would reasonably be expected to result in a Material Adverse Effect;
(c) the The occurrence of any (i) 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other Any development that results in, or could would reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding e) Any material change in any Loan Party’s financial reporting practices which changes in generalized market conditionsany material respect the calculation of the Borrowing Base or the Consolidated Fixed Charge Coverage Ratio (or, in each case, any of the component definitions thereof);
(f) The filing of any Lien for unpaid Taxes against any Loan Party in excess of $15,000,000;
(g) The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and
(h) Any casualty or other insured damage to any portion of the Collateral included in the Borrowing Base in excess of $15,000,000. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Lead Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any of the following after any Responsible Officer of the Lead Borrower obtains knowledge thereof: A Default or Event of Default;
, specifying the nature and extent thereof and the action (bif any) the which is proposed to be taken with respect thereto; The filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Loan Party or any Affiliate thereof that, if adversely determined, could Restricted Subsidiary of the Lead Borrower that has a reasonable likelihood of adverse determination and such adverse determination would reasonably be expected to result in a Material Adverse Effect;
(c) the ; The occurrence of any (i) 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt RatingMaterial Adverse Effect; and
(g) any other DB1/ 98023701.7 Any development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding Effect; Any material change in any Loan Party’s financial reporting practices which changes in generalized market conditionsany material respect the calculation of the Borrowing Base or the Consolidated Fixed Charge Coverage Ratio (or, in each case, any of the component definitions thereof); The filing of any Lien for unpaid Taxes against any Loan Party in excess of $5,000,000; The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and Any casualty or other insured damage to any portion of the Collateral included in the Borrowing Base 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 Collateral included in the Borrowing Base 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 shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will Representative shall furnish to the Administrative Agent for distribution to each Lender and each Lender prompt Issuing Bank written notice of the following:
(a) promptly, and in any event within three (3) days after any Responsible Officer of any Group Company obtains knowledge thereof, the occurrence of any Default or Event of Default;
(b) promptly, and in any event within three (3) days after any Responsible Officer of any Loan Party obtains knowledge thereof, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Group Company or any Affiliate Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) promptly upon a Responsible Officer of any Group Company obtaining knowledge thereof, the occurrence of any (i) ERISA Event (or the maintenance, commencement or, to the knowledge of any Responsible Officer of any Group Company, threat of any claim, action, suit, audit or investigation with respect to any Pension Plan or Multiemployer 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 Pension Plan or Multiemployer Plan that are being maintained or have commenced or, to the knowledge of any Responsible Officer of any Group Company, have been threatened), could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with promptly after the furnishing thereof, copies of any transaction permitted material statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof 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 Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower 5.1 or any other clause of its Subsidiaries as an investment adviser under this Section 5.2; provided that statements or reports furnished to any holder of HSBC ME RCF Obligations will not be required to be furnished to the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract Lenders pursuant to which the Borrower or any of its Subsidiaries is a partythis Section 5.2(d);
(e) promptly, and in any event within five (5) Business Days after receipt thereof by any Group Company or any Subsidiary thereof, copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other material inquiry by such agency regarding financial or other operational results of any Group Company or any Subsidiary thereof;
(f) in the event that Holdings is no longer a public filer with the SEC, promptly upon any Responsible Officer of any Group Company obtaining knowledge thereof, of any material change in accounting policies or financial reporting practices by the Borrower such Group Company or any Subsidiary (other than changes in GAAP)of the Loan Parties;
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) promptly upon any Responsible Officer of any Group Company obtaining knowledge thereof, any other development that results in (i) breach or non-performance of, or any default under, a Contractual Obligation of such Loan Party, any Subsidiary thereof, or any Holding Company, (ii) any dispute, litigation, investigation, proceeding or suspension between such Loan Party, any Subsidiary thereof or any Holding Company and any Governmental Authority, and (iii) the commencement of, or any material development in, any litigation or proceeding affecting such Loan Party or any Subsidiary thereof, including pursuant to any applicable Environmental Laws; provided that the Borrower Representative shall only be required to furnish to the Administrative Agent for distribution to each Lender and each Issuing Bank written notice of such events described in the foregoing clauses (i), (ii) or (iii) to the extent such event results in or could reasonably be expected to result in, a Material Adverse Effect Effect; and
(excluding changes h) any change in generalized market conditions)the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Credit Agreement (IBEX LTD)
Notices of Material Events. (a) The REIT Guarantor and the Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt (and, in any event, not later than three Business Days after a Responsible Officer of the REIT Guarantor or the Borrower becomes aware thereof) written notice of the following:
(ai) the occurrence of any Default or Event of Default;
(bii) the filing or commencement of of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or or, to the knowledge of any Responsible Officer of any Loan Party, affecting the REIT Guarantor, the Borrower or any Affiliate thereof thatof their respective Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(ciii) the occurrence of any event or any other development by which the REIT Guarantor, the Borrower or any of their respective Subsidiaries (iA) ERISA Event that, alone or together 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, (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, could reasonably be expected to result in liability a Material Adverse Effect;
(iv) promptly and in any event within 15 days after (A) any Responsible Officer of the Borrower and its REIT Guarantor, the Borrower, any of their respective Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the REIT Guarantor 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 REIT Guarantor, 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 at-risk plan increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or a plan in endangered deemed given, or critical status within from any prior notice, as applicable, (2) of the meaning existence of Sections 430any Withdrawal Liability, 431 and 432 (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the REIT Guarantor, the Borrower, any of their respective Subsidiaries or Sections 303any ERISA Affiliate, 304 and 305 or (4) of ERISAthe 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 REIT Guarantor, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the REIT Guarantor;
(dv) except in connection the occurrence of any default or event of default, or the receipt by the REIT Guarantor, the Borrower, or any of their respective Subsidiaries of any written notice of an alleged default or event of default, with respect to any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination Material Indebtedness of the registration of REIT Guarantor, the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a partytheir respective Subsidiaries;
(evi) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any material change in accounting policies termination, expiration or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) loss of any announcement by Xxxxx’x Material Agreement that, individually or S&P of any change in the aggregate, could reasonably be expected to result in a Debt Ratingreduction in revenue or Adjusted EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; and
(gvii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect.
(excluding changes b) The REIT Guarantor and the Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following:
(i) promptly and in generalized market conditionsany event at least 30 days prior thereto, notice of any change (A) in any Loan Party’s legal name, (B) 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), (C) in any Loan Party’s identity or legal structure, (D) in any Loan Party’s federal taxpayer identification number or organizational number or (E) 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 REIT Guarantor, the Borrower or any of their respective Subsidiaries after the Closing Date on any Property.
(c) The REIT Guarantor and the Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following promptly and in any event no later than three Business Days after any Responsible Officer of any of the Loan Parties has actual knowledge of:
(i) any Loan Party or a Tenant with respect to a Borrowing Base Property or an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Loan Party or Tenant with respect to a Borrowing Base Property, (w) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (x) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (y) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (z) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq., in each case, that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;
(ii) any claim to recover any alleged overpayments (other than any such claim made against the REIT Guarantor, the Borrower or any of their respective Subsidiaries that relates to a period during which the REIT Guarantor, the Borrower or such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $1,000,000;
(iii) notice of any final and documented material reduction in the level of reimbursement expected to be received with respect to receivables of the REIT Guarantor, the Borrower or any of their respective Subsidiaries;
(iv) any allegations of licensure violations or fraudulent acts or omissions involving the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to a Borrowing Base Property that could reasonably be expected to, in the aggregate, have a Material Adverse Effect;
(v) the pending or threatened imposition of any fine or penalty by any Governmental Authority under any Health Care Law against the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to a Borrowing Base Property, that could reasonably be expected to have a Material Adverse Effect;
(vi) any pending or threatened (in writing) revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit with respect to any Borrowing Base Property that could reasonably be expected to have a Material Adverse Effect;
(vii) any non-routine and material inspection of any facility of the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to a Borrowing Base Property by any Governmental Authority; and
(viii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to a Borrowing Base Property has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt through the Administrative Agent) written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or arbitrator, Governmental Authority or Regulatory Supervising Organization against or, to the knowledge of a Financial Officer, a Responsible Officer or affecting another executive officer of Holdings, any Intermediate Parent, the Borrower or any Affiliate thereof thatSubsidiary, if adversely determinedaffecting Holdings, any Intermediate Parent, the Borrower or any Subsidiary or the receipt of a notice of an Environmental Liability, in each case, that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence commencement of any (i) ERISA Event thatinvestigation by any Governmental Authority of or affecting Holdings, alone the Borrower or together with any other ERISA Events Subsidiary that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal occurrence of any material investment advisory agreement ERISA Event that could reasonably be expected, individually or similar contract in the aggregate, to which the Borrower or any of its Subsidiaries is result in a partyMaterial Adverse Effect;
(e) the appearance of any material change in accounting policies or financial reporting practices by Holdings, the Borrower or any Subsidiary (or Xxxxxxx Xxxxx on the Specially Designated Nationals and Blocked Person List or other than changes similar lists maintained by OFAC and/or the United States Department of Treasury, or identified in GAAP);any related executive orders issued by the President of the United States; and
(f) of if the Borrower has previously provided a Beneficial Ownership Certification to any announcement by Xxxxx’x or S&P of Lender in connection with this Agreement, any change in the information provided in such Beneficial Ownership Certification that would result in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected change to result in, a Material Adverse Effect (excluding changes the list of beneficial owners identified in generalized market conditions)such certification. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer of Holdings or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to shall notify the Administrative Agent and each Lender prompt written notice the Lenders in writing of the followingfollowing matters at the following times:
(a) Immediately after an officer of the occurrence Borrower becomes aware of any Default or Event of Default;
(b) [Reserved];
(c) Promptly after an officer of the filing or commencement Borrower becomes aware of any action, suit event or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, circumstance which could reasonably be expected to result in have a Material Adverse Effect;
(cd) Promptly after an officer of the occurrence Borrower becomes aware of any (i) ERISA Event thatpending or threatened action, alone suit, or together with proceeding, by any other ERISA Events that have occurredPerson, or any pending or threatened investigation by a Governmental Authority, which could reasonably be expected to result in liability have a Material Adverse Effect;
(e) Promptly after an officer of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000becomes aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or (ii) determination that any Pension Plan of other labor dispute affecting the Borrower or any ERISA Affiliate is considered an at-risk plan or of its Subsidiaries in a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAmanner which could reasonably be expected to have a Material Adverse Effect;
(df) except [Reserved];
(g) Promptly after receipt of any notice of any violation by the Borrower or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in connection writing that the Borrower or any of its Subsidiaries is not in compliance with any transaction permitted pursuant Environmental Law or is investigating the Borrower’s or any of its Subsidiaries’ compliance therewith, which non-compliance could reasonably be expected to Section 6.04 in which have a Material Adverse Effect;
(h) Promptly after receipt of any written notice that the surviving Person’s registration remains effective, Borrower or any suspension of its Subsidiaries is or termination may be liable to any Person as a result of the registration Release or threatened Release of any Hazardous Materials or that the Borrower or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Hazardous Materials which, in either case, is reasonably likely to give rise to liability of the Borrower or any of its Subsidiaries in excess of $2,500,000;
(i) Promptly after receipt of any notice of a federal tax lien assertion or filing;
(j) Any change in the Borrower’s or any Guarantor’s name as an investment adviser under it appears in the Investment Advisers Act state of 1940its incorporation or other organization, as amendedstate of incorporation or organization, type of entity, organizational identification number, locations of Collateral, or any cancellation or expiration without renewal form of any material investment advisory agreement or similar contract to organization, trade names under which the Borrower or any such Guarantor will sell Inventory or create Accounts, or to which instruments in payment of its Subsidiaries is a partyAccounts may be made payable, in each case at least thirty (30) days prior thereto;
(ek) Within ten (10) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know, that an ERISA Event (other than a Reportable Event with respect to a Title IV Plan) or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any material change action taken or threatened by the IRS, the DOL or the PBGC with respect thereto; and in accounting policies the event a Reportable Event with respect to a Title IV Plan occurs within ten (10) Business Days after such occurrence and before such occurrence is reported to the PBGC;
(l) Upon request by the Administrative Agent, copies of the following: (i) each annual report (Form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or financial reporting practices the IRS with respect to each Plan, (ii) each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by the Borrower or any Subsidiary ERISA Affiliate from the PBGC, the DOL or the IRS with respect to such request, (iii) each other than changes in GAAP);
filing or notice filed with the PBGC, the DOL or the IRS, with respect to each Plan by either the Borrower or any ERISA Affiliate and (fiv) of such other documents or governmental reports or filings relating to any announcement by Xxxxx’x or S&P of any change in a Debt RatingPlan as the Administrative Agent shall reasonably request; and
(gm) Upon request by the Administrative Agent, copies of each actuarial report for any other development that results in, Plan or could reasonably be expected to result in, Multiemployer Plan and annual report for any Multiemployer Plan and a Material Adverse Effect (excluding summary of any changes in generalized market conditions)the benefits of any existing Plan which increases the Borrower’s annual costs with respect thereto by an amount in excess of $1,000,000. Each notice delivered given under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of describe the Borrower setting subject matter thereof in reasonable detail, and shall set forth the details of action that the event Borrower, its Subsidiary, or development requiring such notice and any action ERISA Affiliate, as applicable, has taken or proposed proposes to be taken take with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent and for distribution to each Lender prompt as soon as possible but in any event within five (5) Business Days after any officer of a Borrower becomes aware thereof, written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the any Borrower or any Affiliate thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 Parent and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA15,000,000;
(d) except the receipt by the Parent or any Subsidiary of any notice from any Governmental Authority, trustee or actuary in connection relation to any non-compliance with any transaction permitted pursuant laws, regulations and rules applicable to Section 6.04 in which any Foreign Pension Plan, including funding requirements and the surviving Person’s registration remains effective, any suspension or termination respective requirements of the registration governing documents for such Foreign Pension Plan, which could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount which, either alone or with any other such events which have occurred, exceeds $15,000,000;
(i) the receipt by any Borrower or any Insurance Subsidiary of its Subsidiaries as an investment adviser under any notice from any Governmental Authority of the Investment Advisers Act of 1940expiration without renewal, as amendedrevocation or suspension of, or any cancellation or expiration without renewal the institution of any material investment advisory agreement proceedings to revoke or similar contract suspend, any License now or hereafter held by any Insurance Subsidiary which is required to which conduct insurance business in compliance with all applicable laws and regulations, other than such expiration, revocation or suspension which, individually or in the Borrower aggregate, could not reasonably be expected to have a Material Adverse Effect, (ii) the receipt of any notice from any Governmental Authority of the institution of any disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any order, the taking of any action or any of its Subsidiaries is request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to have a party;
Material Adverse Effect or (eiii) any judicial or administrative order limiting or controlling the insurance business of any material change in accounting policies or financial reporting practices by the Borrower or any Insurance Subsidiary (other than changes in GAAP);
(fand not the insurance industry generally) of any announcement by Xxxxx’x which has been issued or S&P of any change in adopted and which could reasonably be expected to have a Debt RatingMaterial Adverse Effect; and
(gf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of either the Parent or the Borrower Representative setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Credit Agreement (Argo Group International Holdings, Ltd.)
Notices of Material Events. The Parent and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority or any other claim xviii) against or affecting the Borrower Parent or any Affiliate thereof Subsidiary or Joint Venture, that, if adversely determined, could reasonably be expected to result in liability of the Borrower Parties, taken as a Material Adverse Effectwhole, in an aggregate amount exceeding $500,000 or xix) relating to any Loan Document;
(c) if and when any ERISA Affiliate xx) gives or is required to give notice to the occurrence PBGC of any “reportable event” (ias defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; xxi) receives notice of complete or partial Withdrawal Liability under Title IV of ERISA Event thator notice that any Multiemployer Plan is in reorganization, alone is insolvent or together has been terminated, a copy of such notice; xxii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; xxiii) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; xxiv) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; xxv) gives notice of withdrawal from any other ERISA Events that have occurredPlan pursuant to Section 4063 of ERISA, a copy of such notice; or xxvi) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in liability the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000the Parent setting forth details as to such occurrence and action, if any, which the Borrower, the Parent or (ii) determination that any Pension Plan of the Borrower or any applicable ERISA Affiliate is considered an at-risk plan required or a plan proposes to take, but only to the extent occurrences described in endangered the preceding clauses (i) through (vii), individually or critical status within in the meaning of Sections 430aggregate, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, have a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.Effect;
Appears in 1 contract
Samples: Credit Agreement (Genesis Energy Lp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate thereof thatin each case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may: the occurrence of any Default or Event of Default; the filing or commencement of any action, suit or proceeding by delivering or before any arbitrator or Governmental Authority against or, to the Administrative Agent written knowledge of the Borrower, affecting any Loan Party or any Subsidiary of any Loan Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; the occurrence of any event or any other development by which any Loan Party or any Subsidiary of any Loan Party (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 specifically referring of any claim with respect to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrencesEnvironmental Liability, or transactions arising after the Closing Date that would render untrue (iv) becomes aware of any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as basis for any Environmental Liability and in each of the date preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; the occurrence of any ERISA Event that such notice is delivered alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of KPP and its Subsidiaries in an aggregate amount exceeding $5,000,000; and any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Existence; Conduct of Business. KPP will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence and its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the Administrative Agent upon conduct of its business and will continue to engage in the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof same business as presently conducted or such other businesses that the Required Lenders have consented are reasonably related thereto; provided, howeverthat nothing in this Section shall prohibit any merger, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01consolidation, liquidation or dissolution permitted under Section 7.3.
Appears in 1 contract
Samples: Revolving Credit Agreement (Kaneb Pipe Line Partners L P)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender Lender) prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower Parent or any Affiliate thereof that, if adversely determined, of its Subsidiaries 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 Parent or any of its Subsidiaries (i) ERISA Event that, alone or together 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 a Material Adverse Effect;
(d) promptly and in any event within fifteen (15) days after (i) the Parent, any of its Subsidiaries or an ERISA Affiliate knows that any ERISA Event has occurred that could result in material liability to the Borrower or any of the Loan Parties, 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 any ERISA Event and any notices received by the Borrower, such Loan Party 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 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 Loan Parties or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(e) the occurrence of any event of default, or the receipt by the Parent or any of its Subsidiaries of any written notice of an aggregate amount exceeding $5,000,000alleged default or event of default, with respect to any Material Indebtedness of the Parent or any of its Subsidiaries;
(f) promptly, and in any event within ten Business Days (i) after any Material Agreement is terminated or cancelled, expires and is not renewed or is amended in a manner that is materially adverse to Parent or a Subsidiary, as the case may be, or (ii) determination that any Pension Plan of new Material Agreement, the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of which would reasonably be likely to result in a Material Adverse Effect, is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the registration of extent such delivery is permitted by the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal terms of any material investment advisory agreement such Material Agreement; provided, no such prohibition on delivery shall be effective if it were bargained for by Parent or similar contract to which its applicable Subsidiary with the Borrower or any intent of its Subsidiaries is a party;
(e) avoiding compliance with this Section 5.2(f)), and an explanation of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; andactions being taken with respect thereto
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect; and
(excluding changes h) any change in generalized market conditions). Each notice delivered under this Section shall be accompanied by the information provided in the Beneficial Ownership Certification that would result in a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering change to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, list of beneficial owners identified in parts (c) or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as (d) of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01certification.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatof its Subsidiaries 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) ERISA Event that, alone or together 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to 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 transaction permitted pursuant 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 (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 6.04 in which 412 of the surviving Person’s registration remains effectiveCode by the Borrower, any suspension of its Subsidiaries or termination any ERISA Affiliate, or (4) of the registration 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;
(e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Subsidiaries;
(f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any announcement by Xxxxx’x termination, expiration or S&P loss of any change in a Debt RatingMaterial Agreement; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoEffect. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring to this Section 5.02, notify and each Lender the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 1 contract
Samples: Credit Agreement (Ring Energy, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate Subsidiary thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its the Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating25,000,000; and
(gd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to hereby acknowledges that (a) the Administrative Agent written notice specifically referring and/or the Arrangers will make available to this Section 5.02, notify the Lenders 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 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 wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by Materials “PUBLIC,” the Borrower under or pursuant to this Agreement. Such amendment will shall be deemed effective as of the date that such notice is delivered to have authorized the Administrative Agent upon Agent, the Administrative Agent giving notice 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 the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; state securities laws (provided, however, that to the consent 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 Required Lenders 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 required under any obligation to amend Schedule 3.13 and Schedule 9.01xxxx any Borrower Materials “PUBLIC.”
Appears in 1 contract
Notices of Material Events. The Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt through the Administrative Agent) written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or arbitrator, Governmental Authority or Regulatory Supervising Organization against or, to the knowledge of a Financial Officer, a Responsible Officer or affecting another executive officer of Holdings, any Intermediate Parent, the Borrower or any Affiliate thereof thatSubsidiary, if adversely determinedaffecting Holdings, any Intermediate Parent, the Borrower or any Subsidiary or the receipt of a notice of an Environmental Liability, in each case, that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence commencement of any (i) ERISA Event thatinvestigation by any Governmental Authority of or affecting Holdings, alone the Borrower or together with any other ERISA Events Subsidiary that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal occurrence of any material investment advisory agreement ERISA Event that could reasonably be expected, individually or similar contract in the aggregate, to which the Borrower or any of its Subsidiaries is result in a partyMaterial Adverse Effect;
(e) the appearance of any material change in accounting policies or financial reporting practices by Holdings, the Borrower or any Subsidiary (or Vxxxxxx Xxxxx on the Specially Designated Nationals and Blocked Person List or other than changes similar lists maintained by OFAC and/or the United States Department of Treasury, or identified in GAAP);any related executive orders issued by the President of the United States; and
(f) of if the Borrower has previously provided a Beneficial Ownership Certification to any announcement by Xxxxx’x or S&P of Lender in connection with this Agreement, any change in the information provided in such Beneficial Ownership Certification that would result in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected change to result in, a Material Adverse Effect (excluding changes the list of beneficial owners identified in generalized market conditions)such certification. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer of Holdings or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender Lender) prompt written notice of the following:
(a) the occurrence of any Default or Event of Default, upon knowledge thereof by a Responsible Officer of the Borrower;
(b) promptly and, in any event, within five (5) Business Days after a Responsible Officer of the Borrower obtains knowledge of the occurrence thereof, the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof that, if adversely determined, of the Loan Parties which could reasonably be expected to result in a Material Adverse Effect;
(c) promptly and, in any event, within five (5) Business Days after a Responsible Officer of the Borrower obtains knowledge of the occurrence thereof, the occurrence of any event or any other development by which the Borrower or any of the Loan Parties (i) ERISA Event that, alone or together 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection any event within five (5) Business Days after (i) the Borrower or any of the Loan Parties or an ERISA Affiliate knows or has reason to know that any ERISA Event has occurred that could result in liability to the Borrower or any of the Loan Parties, 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 transaction permitted pursuant notice filed with the PBGC or the IRS pertaining to any ERISA Event and any notices received by the Borrower, such Loan Party or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto and (ii) becoming aware (1) that 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 6.04 in which 412 of the surviving Person’s registration remains effectiveCode by the Borrower, any suspension or termination of the registration Loan Parties 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 the Loan Parties or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower;
(e) promptly and, in any event, within five (5) Business Days after a Responsible Officer of the Borrower obtains knowledge of the occurrence thereof, the occurrence of any event of default, or the receipt by the Borrower or any of the Loan Parties of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Loan Parties;
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and[RESERVED];
(g) promptly and, in any event, within five (5) Business Days after a Responsible Officer of the Borrower obtains knowledge of the occurrence thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect; and
(excluding changes h) promptly and, in generalized market conditions). Each notice delivered under this Section shall be accompanied by any event, within five (5) Business Days after a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details obtains knowledge of the event or development requiring such notice and occurrence thereof, any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering change in the information provided in the Beneficial Ownership Certification that would result in a change to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, list of beneficial owners identified in parts (c) or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as (d) of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01certification.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatSubsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 and or its Subsidiaries in an aggregate amount exceeding $5,000,000, or 1,000,000;
(iid) determination that any Pension Plan material investigation of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with Subsidiary by any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of Governmental Authority having regulatory authority over the Borrower or any such Subsidiary (other than routine examinations of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or and/or any such Subsidiary) to the extent that such Governmental Authority has consented to the giving of its Subsidiaries such notice (if the consent of such Governmental Authority is a partyrequired for the Borrower to give such notice);
(e) the issuance of any material change in accounting policies cease and desist order (whether written or financial reporting practices by oral), execution and delivery of any Regulatory Agreement (to the extent that the Borrower or any such Subsidiary is permitted to disclose such information (provided that the Borrower shall take all reasonable efforts to obtain any necessary regulatory consents)), cancellation of insurance or other than changes in GAAP)public or enforcement action by the FDIC or other Governmental Authority having regulatory authority over the Borrower or any Subsidiary;
(f) the issuance of any announcement material informal enforcement action, including, without limitation, a memorandum of understanding or proposed disciplinary action by Xxxxx’x or S&P of from any change in a Debt RatingGovernmental Authority having regulatory authority over the Borrower or any Subsidiary, to the extent that the Borrower or any 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 (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Term Loan Agreement (BNC Bancorp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent (and the Administrative Agent shall provide a copy to each Lender Lender) prompt written notice notice, after Borrower has actual knowledge, of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority by or against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could is reasonably be expected likely to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 and its Subsidiaries any Casualty or Condemnation Event affecting an Eligible Unencumbered Asset in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies the opening or financial reporting practices by the Borrower or any Subsidiary closing (other than changes in GAAP)a temporary closing permitted under the applicable lease or reciprocal easement agreement) of an Anchor Store at any Eligible Unencumbered Asset;
(f) the increase or decrease by 10% or more of the gross leasable area of any announcement by Xxxxx’x or S&P Eligible Unencumbered Asset;
(g) the occurrence of any change event of the type described in clauses (i), (j) and (k) (with respect to any admission in writing only) of Section 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) any development that the Borrower believes in good faith is reasonably likely to result in a Debt RatingMaterial 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 Effect (excluding changes the list of beneficial owners identified in generalized market conditions)such certification. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Taubman Centers Inc)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate thereof of its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA50,000,000;
(d) except in connection the assertion of any environmental matter by any Person against, or with any transaction permitted pursuant respect to Section 6.04 in which the surviving Person’s registration remains effectiveactivities of, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act and any alleged violation of 1940, as amended, or non-compliance with any Environmental Laws or any cancellation permits, licenses or expiration without renewal authorizations, other than any environmental matter or alleged violation that, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000;
(e) immediately, notice of actual (or threatened action that could reasonably be expected to lead to the) suspension, termination or revocation of any material investment advisory agreement License of any Insurance Company that is a Material Subsidiary by any Governmental Authority (including any Applicable Insurance Regulatory Authority), including any notice by any Governmental Authority of the commencement of any proceeding, hearing or similar contract administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any action which could reasonably be expected to materially adversely affect the authority of such Insurance Company to conduct its business after notice thereof by such Governmental Authority (including any such Applicable Insurance Regulatory Authority);
(f) promptly after the Borrower knows or has reason to believe that any insurance, banking or other regulator having jurisdiction over the Borrower or any of its Material Subsidiaries is has commenced any proceeding, issued any order, given notice of a partyformal hearing, sought relief from any court or taken any similar action with respect to the Borrower or any such Subsidiary that seeks to, or would, result in the revocation of any license or authorization of the Borrower or any such Subsidiary or materially restrict the ability of the Borrower or any such Subsidiary to do business in any jurisdiction, a notice describing in reasonable detail such proceeding, order, hearing or similar action;
(eg) any announcement by S&P or Xxxxx’x of any material change in accounting policies the Debt Rating established or financial reporting practices deemed established by such rating agency;
(h) receipt by the Borrower or any of its Material Subsidiaries of written notice from any Applicable Bank Regulatory Authority, any Applicable Insurance Regulatory Authority or any other Governmental Authority requiring that the Borrower or any of its Material Subsidiaries make a capital contribution to any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Ratingan aggregate amount exceeding $300,000,000; and
(gi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish Furnish the following to the Administrative Agent and each Lender prompt written notice of the followingin writing:
(a) promptly after any executive officer of Parent, Holdings or the occurrence 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;
(b) as soon as any executive officer of Parent, Holdings or the filing Borrower has actual knowledge of the facts that would give him or commencement her reason to know of any actionthe occurrence thereof, suit prompt notice of all legal or proceeding arbitral proceedings, and of all proceedings by or before any arbitrator governmental or Governmental Authority against regulatory authority or agency, and of any material development in respect of such legal or other proceedings, affecting the Borrower Parent or any Affiliate thereof of its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectaggregate liabilities or damages in excess of $5,000,000 over available insurance or indemnification by creditworthy third parties;
(c) (i) as soon as possible, and in any event within ten days after Parent, Holdings or the Borrower knows or has reason to believe that any ERISA Event has occurred or exists, notice of the occurrence of any (i) such ERISA Event that(and as soon as practicable thereafter, alone a copy of any report or together notice required to be filed with any other or given to the PBGC by Parent, Holdings or an ERISA Events that have occurredAffiliate with respect to such ERISA Event), if such ERISA Event could reasonably be expected to result in liability aggregate liabilities in excess of the Borrower $5,000,000 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Pension Plan of the Borrower Parent, Holdings or any ERISA Affiliate is considered an at-risk plan may request with respect to any Multiemployer Plan; provided, that if Parent, Holdings or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 any of the Code ERISA Affiliates have not requested such documents or Sections 303notices from the administer or sponsor of the applicable Multiemployer Plan, 304 then, upon reasonable request of the Administrative Agent, Parent, Holdings and/or its ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and 305 Parent shall provide copies of ERISAsuch documents and notices to the Administrative Agent promptly after receipt thereof and further provided that the rights granted to the Administrative Agent in this Section 8.2(c)(ii) shall be exercised not more than once during a 12-month period;
(d) except as soon as possible, and in connection with any transaction permitted event within five days prior to the incurrence by Parent of Indebtedness pursuant to Section 6.04 in which the surviving Person’s registration remains effectiveany Indenture, any suspension or termination notice of such incurrence;
(e) prompt notice of the registration assertion of any Environmental Claim by any Person against, or with respect to the Borrower activities of, Parent or any of its Subsidiaries as an investment adviser under the Investment Advisers Act and notice of 1940, as amended, any alleged violation of or non-compliance with any Environmental Laws or any cancellation Environmental Permits other than any Environmental Claim or expiration without renewal alleged violation that, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to result in remediation costs of more than $5,000,000 over available insurance or indemnification by creditworthy third parties or materially adversely affect the operation of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);Park; and
(f) prompt notice of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 8.2 shall be accompanied by a statement of a Financial Responsible Officer of Parent or other executive officer of the Borrower setting forth in reasonable detail the details facts and circumstances of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: First Lien Credit Agreement (Six Flags Entertainment Corp)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) 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 Affiliate thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any (i) 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 its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA5 million;
(d) except in connection the occurrence and nature of any Prohibited Transaction with respect to any Plan, or a transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension IRS or termination Department of the registration of the Borrower Labor or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940other Governmental Authority is reviewing to determine whether a material Prohibited Transaction might have occurred, as amendedin either case, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract that could reasonably be expected to which the Borrower or any of its Subsidiaries is result in a partyMaterial Adverse Effect;
(e) of any material change in accounting policies or financial reporting practices receipt by the Borrower of any notice from the PBGC of its intention to seek termination of any Plan or any Subsidiary (other than changes in GAAP)appointment of a trustee therefor;
(f) Borrower's intention to terminate or withdraw from any Plan;
(g) any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting Borrower’s property in excess of an aggregate of $1 million;
(h) within five 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 Swap Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment;
(i) any material notice provided to the holders of any announcement by Xxxxx’x or S&P Convertible Notes along with a copy of such notice;
(j) notice of any change in a Debt Ratingmaterial breach or termination of any Material Contract; and
(gk) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 5.02 (other than clause (g) above) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any Affiliate thereof thatSubsidiary 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000500,000;
(e) the occurrence of any default or event of default, or (ii) determination that any Pension Plan of the receipt by Borrower or any ERISA Affiliate is considered of its Subsidiaries of any written notice of an at-risk plan alleged default or a plan in endangered or critical status within event of default, with respect to any Material Indebtedness (including Indebtedness under the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;
(dFirst Lien Credit Agreement) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a partySubsidiaries;
(ef) of any material change in accounting policies or financial reporting practices by the event the Borrower or any Subsidiary (intends to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties included in the most recently delivered Reserve Report or any Capital Stock in any Subsidiary in accordance with Section 7.7, prior written notice of such disposition, the price thereof and the anticipated date of closing and any other than changes in GAAP)details thereof requested by the Administrative Agent;
(fg) in the event (i) the Borrower or any Subsidiary terminates, amends, unwinds or modifies any Master Agreement (or enters into any off-setting position in respect thereof) in accordance with Section 7.12, prompt (and in no event later than one (1) Business Day after the occurrence thereof) written notice of such transaction, the details of such proposed transaction, the closing date of such transaction and any announcement other details thereof requested by Xxxxx’x the Administrative Agent, or S&P of (ii) the Borrower or any change Subsidiary intends to terminate, amend, unwind or modify any Hedging Agreement (or enter into any off-setting position in respect thereof) in a Debt Ratingmanner inconsistent with its prior hedging practices, prior written notice of such transaction, the details of such proposed transaction, the anticipated closing date of such transaction and any other details thereof requested by the Administrative Agent; and
(gh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions)Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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 may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Ram Energy Resources Inc)
Notices of Material Events. The MLP and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the MLP, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA Event thator notice that any Multiemployer Plan is in reorganization, alone is insolvent or together has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any other ERISA Events that have occurredPlan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multi- Employer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in liability the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000the MLP setting forth details as to such occurrence and action, if any, which the Borrower, the MLP or (ii) determination that any Pension Plan of the Borrower or any applicable ERISA Affiliate is considered an at-risk plan required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP);
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect Effect;
(excluding changes e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), together with a certified copy of such amendment;
(f) any of the following events, in generalized market conditionseach case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect:
(i) the receipt by the MLP (or its general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability;
(ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the MLP, the Borrower or any of their Subsidiaries; or
(iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, the Borrower or any of their Subsidiaries; and
(g) Any substitution for or replacement of the Series 2010A Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 0000X Xxxxxxxxx) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2010A Lease Agreement, the Series 0000X Xxxxxxxxx and the Series 2010A Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2010A Lease Agreement, the Series 0000X Xxxxxxxxx or the Series 2010A Initial Letter of Credit with respect to such replacement or substitution.
(h) Any substitution for or replacement of the Series 2010B Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2010B Indenture) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2010B Lease Agreement, the Series 2010B Indenture and the Series 2010B Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2010B Lease Agreement, the Series 2010B Indenture or the Series 2010B Initial Letter of Credit with respect to such replacement or substitution. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Letter of Credit Agreement
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting Holdings, the Borrower or any Affiliate thereof thatof its Restricted Subsidiaries 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 Holdings, the Borrower or any of its Restricted Subsidiaries (i) ERISA Event that, alone or together 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 and its Subsidiaries in an aggregate amount exceeding $5,000,000, or (ii) determination that any Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAMaterial Adverse Effect;
(d) except promptly and in connection any event within 15 days after (i) Holdings, the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred that could reasonably be expected to result in a Material Adverse Effect, a certificate of a Responsible 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 transaction permitted pursuant 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 (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 6.04 in which 412 of the surviving Person’s registration remains effectiveCode by the Borrower, any suspension of its Subsidiaries or termination any ERISA Affiliate, or (4) of the registration adoption of any amendment to a Plan subject to Section 412 of the Code which, in each case, could reasonably be expected to result in a Material Adverse Effect, a detailed written description thereof from a Responsible Officer of the Borrower;
(e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Restricted Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is a party;
(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (other than changes in GAAP)Restricted Subsidiaries;
(f) of any announcement by Xxxxx’x or S&P of any change in a Debt Rating; and
(g) any other development that that, either individually or in the aggregate, results in, or could reasonably be expected to result in, a Material Adverse Effect (excluding changes including with respect to Healthcare Permits);
(g) any change in generalized market conditions)the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification; and
(h) 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 Holdings, the Borrower, or any of its Restricted Subsidiaries after the Closing Date on any Real Estate. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting 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. The Borrower may, by delivering to the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.)
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could of its Subsidiaries which would 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) ERISA Event that, alone or together 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, could (ii) becomes subject to any Environmental Liability, (iii) receives written 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, would reasonably be expected to result in liability a Material Adverse Effect;
(d) promptly and in any event within 15 days after (i) the Borrower or any of its Subsidiaries knows or has reason to know that any ERISA Event that (individually or together with all other ERISA Events) would reasonably be expected to have a Material Adverse Effect has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and its Subsidiaries in 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 or such Subsidiary (or, if applicable, an aggregate amount exceeding $5,000,000, ERISA Affiliate) from the PBGC or any other governmental agency with respect thereto and (ii) determination becoming aware that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) or a Plan is, or is expected to be, in at risk status under Title IV of ERISA since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable such that the resulting Unfunded Pension Plan Liabilities, if incurred, or the at risk status, as applicable, would reasonably be expected to have a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Borrower;
(e) the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to the Priming Credit Agreement or any Material Indebtedness of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISAits Subsidiaries;
(df) except upon receipt thereof, copies of all final audit reports and all final management letters relating to the Borrower or any of its Subsidiaries submitted by the Borrower’s primary accountants or primary auditors in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effectiveeach annual, any suspension interim or termination special audit of the registration books of the Borrower or any of its Subsidiaries as an investment adviser under (provided, that, in the Investment Advisers Act event that the Borrower engages such accountants or auditors to perform a specific review, test, valuation or other analysis of 1940, as amended, all or any cancellation portion of the Borrower’s financial condition or expiration without renewal financial performance, the results of any material investment advisory agreement such engagement shall not be required to be delivered to the Administrative Agent or similar contract the Lenders to which the extent that such results are not otherwise required to be delivered pursuant to another provision of this Agreement);
(g) written notice of the receipt by the Borrower or any of its Subsidiaries is a party;
from any Governmental Authority or other Person of (e1) of any material change in accounting policies or financial reporting practices notice asserting any failure by the Borrower or any Subsidiary of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or any of its Subsidiaries or sets forth circumstances in any such event where the failure or the taking of action would reasonably be expected to have a Material Adverse Effect, (2) any notice of any actual or threatened in writing Limitation with respect to any Governmental Payor Arrangement, Third Party Payor Arrangement, License, or Company Accreditation of the Borrower or any of its Subsidiaries, where such action would reasonably be expected to have a Material Adverse Effect, or (3) any subpoena, search warrant, civil investigative demand or other than changes request or investigation by a Governmental Authority with respect to a possible violation of Healthcare Laws by the Borrower or any of its Subsidiaries (but excluding (A) state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation of Healthcare Laws, unless any deficiencies are of a kind that do result or likely will result in GAAPthe issuance of a notice of suspension or termination of any license, payment, or provider or supplier number or agreement, and (B) Routine Payor Audits);
(fh) the occurrence of any announcement action, event, investigation, notice or other item that could reasonably be expected to restrain or prevent, or impose any material adverse conditions on, the Existing Senior Notes Redemption;
(i) if any Default or Event of Default is in existence, if requested by Xxxxx’x the Administrative Agent, furnish to the Administrative Agent, to the maximum extent permitted by applicable Requirements of Law, (i) copies of all Company Regulatory Filings, (ii) copies of all Licenses, Company Accreditations and Company Reimbursement Approvals, as the same may be renewed or S&P amended; (iii) copies of all Health Care Audits and correspondence related thereto and corrective action plans prepared and submitted in response thereto, and (iv) a report of the status of all recoupments, holdbacks, offsets, vendor holds, denials and appeals of amounts owed pursuant to any change Company Reimbursement Approvals, in a Debt Ratingeach case outside the ordinary course of business (and ordinary course of business shall be deemed to exclude recoupments, holdbacks, offsets, denials and vendor holds resulting from, related to or arising out of allegations of fraud or patterns of practices of contracting, billing or claims submission inconsistent with Requirements of Law), all subject to any limitations on disclosure included in any Requirement of Law;
(j) any default or material amendment under, or termination of, (i) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of its Oxford Health Plans (NJ), (ii) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of the Midwest, (iii) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of New York, or (iv) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with UnitedHealthcare of New York, Inc.; and
(gk) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoEffect. The Borrower may, by delivering will furnish to the Administrative Agent written notice specifically referring (who will furnish to this Section 5.02, notify each Lender) the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any representation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, however, that the consent of the Required Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.following:
Appears in 1 contract
Samples: Credit Agreement (BioScrip, Inc.)
