Common use of Notices to Agent Clause in Contracts

Notices to Agent. Ideal will notify the Agent in writing of the following matters at the following times (each such notice to describe the subject matter thereof in reasonable detail and to set out the action that Ideal or the relevant Obligor has taken or proposes to take with respect thereto): (a) immediately after becoming aware of the existence of any Default; (b) immediately after becoming aware that any shareholder in, or any creditor of, any Obligor has given notice or taken any action with respect to a claimed default by such Obligor and in circumstances where such shareholder or creditor has taken or is threatening to take any action or steps which will or might reasonably be expected to have a material adverse effect; (c) immediately after becoming aware of any material adverse change in the assets, business, operations or condition (financial or otherwise) of any Obligor or of the Group (taken as a whole); (d) immediately after becoming aware of any pending or threatened action, suit, proceeding or counterclaim by any person which may have a material adverse effect on any Obligor, or any pending or threatened investigation by a public authority; (e) immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labour practice claim, or other material labour dispute affecting any Obligor; (f) immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a public authority applicable to any Obligor or its assets which may have a material adverse effect on it or on such Obligor; (g) immediately after becoming aware of any violation by any Obligor of any Environmental Law or immediately upon receipt of any notice (including a works notice) delivered pursuant to any Environmental Law or of any notice that a public authority has asserted that any Obligor is not in compliance with any Environmental Law or that its compliance is being investigated; (h) ten (10) days prior to any Obligor changing its name or the address of its registered office; (i) immediately upon becoming aware that any Group Company has received a notice or other document from any of its suppliers notifying such Group Company of a breach by such Group Company of any supply agreement to which it is a party;

Notices to Agent. Ideal will Each Borrower (as to itself only) and the Parent ---------------- shall notify the Agent and each of the Lenders in writing writing, and provide to the Agent and each of the Lenders copies of any pertinent notices, correspondence or writings received or issued in respect thereof, and all particulars thereof reasonably requested by the Agent, of the following matters at the following times (each such notice to describe the subject matter thereof in reasonable detail and to set out the action that Ideal or the relevant Obligor has taken or proposes to take with respect thereto):times: (a) immediately Promptly after becoming aware thereof, any Event or Event of the existence of any Default;. (b) immediately Promptly after becoming aware thereof: the assertion by the holder of any capital stock or equity of such Borrower or the Parent or of any Debt that any shareholder in, or any creditor of, any Obligor has given notice or taken any action a default exists with respect to thereto or that a claimed default Borrower or the Parent is not in compliance with the terms thereof; or the threat or commencement by such Obligor and in circumstances where holder of any enforcement action because of such shareholder asserted default or creditor has taken or is threatening to take any action or steps which will or might reasonably be expected to have a material adverse effect;non-compliance. (c) immediately Promptly after becoming aware of any material adverse change in the assetsthereof, business, operations or condition (financial or otherwise) of any Obligor or of the Group (taken as a whole); (d) immediately after becoming aware of any pending or threatened action, suit, proceeding proceeding, or counterclaim by any person which may have a material adverse effect on any ObligorPerson, or any pending or threatened investigation by a public authority;Public Authority which may give rise to a Material Adverse Effect. (d) Promptly after becoming aware thereof, any other event or circumstance which may have or may have had a Material Adverse Effect. (e) immediately Promptly after becoming aware of thereof, any pending or threatened strike, work stoppage, material unfair labour practice claim, or other material labour dispute affecting either Borrower, the Parent or any Obligor;of its or their Subsidiaries. (f) immediately Promptly after becoming aware of thereof, any violation or alleged violation of any law, statute, regulation, or ordinance of a public authority Public Authority applicable to either Borrower, the Parent or any Obligor of its or their Subsidiaries, or its assets or their respective Properties which may give rise to a Material Adverse Effect. (g) Promptly after becoming aware thereof any violation or alleged violation by either Borrower, the Parent or any of its or their Subsidiaries of Environmental Laws which may have a material adverse effect on it or on such Obligor; (g) immediately after becoming aware of Material Adverse Effect; or, promptly upon its receipt thereof, any violation by Action Request, Violation Notice, and any Obligor of any Environmental Law or immediately upon receipt of any notice (including a works notice) delivered pursuant to any Environmental Law or of any other notice that either Borrower, the Parent or any of its or their Subsidiaries receives from a public authority has asserted Public Authority asserting that a Borrower, the Parent or any Obligor of its or their Subsidiaries is or may not be in compliance with any Environmental Law Laws or that its compliance is being investigated;, in any case which may have a Material Adverse Effect; or, promptly upon becoming aware of same, any violation of any Environmental Law that either Borrower, the Parent or any of its or their Subsidiaries reports in writing or is required to report under any Environmental Law in writing (or for which any written report supplemental to any oral report is made) to any federal, provincial or local environmental agency or other Public Authority to the extent same may have a Material Adverse Effect. (h) Any change in either Borrower's or the Parent's name, Fiscal Year, jurisdiction of incorporation or establishment, jurisdictions of operation, head office, chief place of business or location from which Accounts are invoiced or paid or form of organization, at least thirty (30) days prior thereto. (i) Any Termination Event with respect to a Plan, within ten (10) days prior after becoming aware thereof, accompanied by any materials required to be filed with any Public Authority with respect thereto; promptly after either Borrower's or the Parent's receipt thereof, any notice received by either Borrower or the Parent concerning the imposition of any withdrawal liability with respect to a Plan; the establishment of any Plan not existing at the Closing Date, or the commencement of contributions by either Borrower or the Parent to any Obligor changing its name Plan to which either Borrower or the address Parent was not contributing at the Closing Date, within forty-five (45) days after such event occurs; or promptly after becoming aware thereof, any other event or condition regarding a Plan or either Borrower's, the Parent's or a Related Company's compliance with all applicable laws relating to the establishment or administration of its registered office;any Plan which may give rise to a Material Adverse Effect. (ij) immediately upon Promptly after becoming aware that thereof, of any Group Company has received a notice events of loss or other document from insurance claims filed with any of its suppliers notifying such Group Company insurers in excess of $250,000 (with particulars thereof). Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and shall set forth the action that a breach by such Group Company of any supply agreement Borrower or the Parent has taken or propose to which it is a party;take with respect thereto.

Notices to Agent. Ideal will Each Obligor shall notify the Agent in writing writing, and provide to the Agent copies of any pertinent notices, correspondence or writings received or issued in respect thereof, and all particulars thereof reasonably requested by the Agent, of the following matters at the following times (each such notice to describe the subject matter thereof in reasonable detail and to set out the action that Ideal or the relevant Obligor has taken or proposes to take with respect thereto):times: (a) immediately Promptly after becoming aware thereof, any Default or Event of the existence of any Default;. (b) immediately Promptly after becoming aware thereof, the assertion by the holder of any capital stock or equity of the Obligor or of any Funded Debt in a principal amount in excess of $2,000,000 that any shareholder in, or any creditor of, any Obligor has given notice or taken any action a default exists with respect to a claimed default thereto or that an Obligor is not in compliance with the terms thereof; or the threat or commencement by such Obligor and in circumstances where holder of any enforcement action because of such shareholder asserted default or creditor has taken or is threatening to take any action or steps which will or might reasonably be expected to have a material adverse effect;non-compliance. (c) immediately Promptly after becoming aware of any material adverse change in the assetsthereof, business, operations or condition (financial or otherwise) of any Obligor or of the Group (taken as a whole); (d) immediately after becoming aware of any pending or threatened action, suit, proceeding proceeding, or counterclaim by any person which may have a material adverse effect on any ObligorPerson, or any pending or threatened investigation by a public authority;Public Authority which in all cases could reasonably give rise to a Material Adverse Effect. (d) Promptly after becoming aware thereof, any other event or circumstance which could reasonably have or could reasonably have had a Material Adverse Effect. (e) immediately Promptly after becoming aware of thereof, any pending or threatened strike, work stoppage, material unfair labour practice claim, or other material labour dispute affecting any Obligor;Obligor or any of its or their Subsidiaries which could reasonably have or could reasonably have had a Material Adverse Effect. (f) immediately Promptly after becoming aware of thereof, any violation or alleged violation of any law, statute, regulation, or ordinance of a public authority Public Authority applicable to any Obligor or any of its assets or their Subsidiaries, or its or their respective Properties which may have could reasonably give rise to a material adverse effect on it or on such Obligor;Material Adverse Effect. (g) immediately Promptly after becoming aware of thereof any violation or alleged violation by any Obligor or any of its or their Subsidiaries of Environmental Laws which could reasonably give rise to a Material Adverse Effect; or, promptly upon its receipt thereof, any Environmental Law Action Request, Violation Notice, or immediately upon receipt of any other notice (including a works notice) delivered pursuant to any Environmental Law or of any notice that a public authority has asserted that any Obligor or any of its or their Subsidiaries receives from a Public Authority asserting that an Obligor or any of its or their Subsidiaries is or may not be in compliance with any Environmental Law Laws or that its compliance is being investigated;, in any case which could reasonably have a Material Adverse Effect; or, promptly upon becoming aware of same, any violation of any Environmental Law that any Obligor or any of its or their Subsidiaries reports in writing or is required to report under any Environmental Law in writing (or for which any written report supplemental to any oral report is made) to any federal, provincial, state or local environmental agency or other Public Authority to the extent same could reasonably have a Material Adverse Effect. (h) Any change in any Obligor’s name, Fiscal Year, jurisdiction of incorporation or establishment, jurisdictions of operation, head office, chief place of business or location from which Accounts are invoiced or paid or form of organization, at least thirty (30) days prior thereto (or such lesser period as the Agent may in its discretion agree). (i) Any Termination Event with respect to a Plan, within ten (10) days prior after becoming aware thereof, accompanied by any materials required to be filed with any Public Authority (including the PCO) with respect thereto; promptly after any Obligor’s receipt thereof, any notice received by any Obligor concerning the imposition of any withdrawal liability with respect to a Plan; the establishment of any Plan not existing at the Closing Date, or the commencement of contributions by any Obligor to any Plan to which any Obligor changing its name was not contributing at the Closing Date, within ten (10) days after such event occurs; or the address of its registered office; (i) immediately upon promptly after becoming aware that thereof, any Group Company has received other event or condition regarding a notice Plan or other document from any Obligor’s or a Related Company’s compliance with all applicable laws (including, the Pension Benefits Standards Act of its suppliers notifying such Group Company of a breach by such Group Company British Columbia) relating to the establishment or administration of any supply agreement Plan which could reasonably give rise to which it is a party;Material Adverse Effect: Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and shall set forth the action that an Obligor has taken or proposes to take with respect thereto.

Notices to Agent. Ideal will Each Borrower and the Guarantor (as to itself ---------------- only) shall notify the Agent in writing writing, and provide to the Agent copies of any pertinent notices, correspondence or writings received or issued in respect thereof, and all particulars thereof reasonably requested by the Agent or Lenders, of the following matters at the following times (each such notice to describe the subject matter thereof in reasonable detail and to set out the action that Ideal or the relevant Obligor has taken or proposes to take with respect thereto):times: (a) immediately Promptly after becoming aware thereof, any Event or Event of the existence of any Default;. (b) immediately Promptly after becoming aware thereof: the assertion by the holder of any capital stock or equity of a Borrower or of any Debt that any shareholder in, or any creditor of, any Obligor has given notice or taken any action a default exists with respect to thereto or that a claimed default Borrower is not in compliance with the terms thereof; or the threat or commencement by such Obligor and in circumstances where holder of any enforcement action because of such shareholder asserted default or creditor has taken or is threatening to take any action or steps which will or might reasonably be expected to have a material adverse effect;non-compliance. (c) immediately Promptly after becoming aware of any material adverse change in the assetsthereof, business, operations or condition (financial or otherwise) of any Obligor or of the Group (taken as a whole); (d) immediately after becoming aware of any pending or threatened action, suit, proceeding proceeding, or counterclaim by any person which may have a material adverse effect on any ObligorPerson, or any pending or threatened investigation by a public authority;Public Authority which could reasonably be expected to give rise to a Material Adverse Effect. (d) Promptly after becoming aware thereof, any other event or circumstance which has had or could reasonably be expected to give rise to a Material Adverse Effect. (e) immediately Promptly after becoming aware of thereof, any pending or threatened strike, work stoppage, material unfair labour practice claim, or other material labour dispute affecting any Obligor;Borrower or any of its or their Subsidiaries. (f) immediately Promptly after becoming aware of thereof, any violation or alleged violation of any law, statute, regulation, or ordinance of a public authority Public Authority applicable to any Obligor Borrower or any of its or their Subsidiaries, or its assets or their respective Properties which may have could reasonably be expected to give rise to a material adverse effect on it or on such Obligor;Material Adverse Effect. (g) immediately Promptly after becoming aware of thereof any violation or alleged violation by any Obligor Borrower or any of its or their Subsidiaries of Environmental Laws which could reasonably be expected to give rise to a Material Adverse Effect; or, promptly upon its receipt thereof, any Environmental Law or immediately upon receipt of Action Request, Violation Notice, and any notice (including a works notice) delivered pursuant to any Environmental Law or of any other notice that any Borrower or any of its or their Subsidiaries receives from a public authority has asserted Public Authority asserting that a Borrower or any Obligor of its or their Subsidiaries is or may not be in compliance with any Environmental Law Laws or that its compliance is being investigated;, in any case which may could reasonably be expected to give rise to a Material Adverse Effect; or, promptly upon becoming aware of same, any violation of any Environmental Law that any Borrower or any of its or their Subsidiaries reports in writing or is required to report under any Environmental Law in writing (or for which any written report supplemental to any oral report is made) to any federal, provincial, state or local environmental agency or other Public Authority to the extent same could reasonably be expected to give rise to a Material Adverse Effect. (h) Any change in any Borrower's or the Guarantor's name, Fiscal Year, jurisdiction of incorporation or establishment, jurisdictions of operation, head office, chief place of business or location from which Accounts are invoiced or paid or form of organization, at least thirty (30) days prior thereto. (i) Any Termination Event with respect to a Plan, within ten (10) days prior after becoming aware thereof and any other Reportable Event, within thirty (30) days after becoming aware thereof, accompanied by any materials required to be filed with any Public Authority (including the PBGC or PCO) with respect thereto; promptly after any Borrower's or the Guarantor's receipt thereof, any notice received by any Borrower or the Guarantor concerning the imposition of any withdrawal liability (including under ERISA) with respect to a Plan; the establishment of any Plan not existing at the Closing Date, or the commencement of contributions by any Borrower or the Guarantor to any Obligor changing its name Plan to which any Borrower or the address Guarantor was not contributing at the Closing Date, within ten (10) days after such event occurs; or promptly after becoming aware thereof, any other event or condition regarding a Plan or any Borrower's or the Guarantor's or a Related Company's compliance with all applicable laws (including, ERISA and the Pension Benefits Act of its registered office-------------------- Ontario) relating to the establishment or administration of any Plan which could reasonably be expected to give rise to a Material Adverse Effect; and, without limitation to the foregoing, of the following matters: (A) Within ten (10) Business Days after a U.S. Borrower or any Related Company knows that a Reportable Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) which is reasonably likely to give rise to liability in excess of $50,000 has occurred, and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto; (B) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within ten (10) Business Days after the filing thereof with the PBGC, the DOL or the IRS, as applicable, copies of each Schedule B to the annual report (form 5500 series) filed with the IRS, PBGC or DOL with respect to each Plan; and within three (3) Business Days after the filing thereof, a copy of each funding waiver request filed with the IRS with respect to any Plan and all communications received by a U.S. Borrower or any ERISA affiliate from the PBGC, the DOL or the IRS with respect to such request; (C) Upon request, (i) immediately upon becoming aware that copies of each actuarial report or annual report for any Group Company has received Plan and, provided the applicable Borrower or the Guarantor obtains a notice or other document from any copy thereof after the use of its suppliers notifying best efforts, each actuarial report and annual report for any Plan and (ii) a copy of each other filing or notice filed with the PBGC, the DOL, the PCO or the IRS, with respect to each Plan of any Borrower or the Guarantor or any ERISA affiliate; and within ten (10) Business Days after receipt thereof by the Borrower or any ERISA affiliate, copies of the following: (A) any notices of the PBGC's, PCO's or any other Public Authority's intention to terminate a Plan or to have a trustee appointed to administer such Group Company Plan; (B) any favourable or unfavourable determination letter from the IRS regarding the qualification of a breach by such Group Company Plan under Section 401(a) of the Code; or (C) any supply agreement notice from a multi- employer Plan regarding the imposition of withdrawal liability. Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and shall set forth the action that a Borrower or the Guarantor has taken or proposes to which it is a party;take with respect thereto.