Notices to Lender. The Borrower shall notify the Lender in writing of the following matters at the following times: (a) Immediately after becoming aware of the existence of any Event or Event of Default. (b) Immediately after becoming aware that the holder of any capital stock of the Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed default. (c) Immediately after becoming aware of any material adverse change in the Borrower's Property, business, operations, or condition (financial or otherwise). (d) Immediately after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, or any actual or potential Government Offset, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Borrower or any of its Subsidiaries. (f) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to Borrower, any Subsidiary, or their respective Properties which may have a Material Adverse Effect. (g) Immediately after becoming aware of any violation by the Borrower of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of any notice that a Public Authority has asserted that the Borrower is not in compliance with Environmental Laws or that its compliance is being investigated.
Appears in 1 contract
Samples: Loan and Security Agreement (Matria Healthcare Inc)
Notices to Lender. The Borrower shall notify the Lender in writing of the following matters at the following times:
(a) Immediately after becoming aware of the existence of any Event or Event of Default.
(b) Immediately after becoming aware that the holder of any capital stock of the Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed defaultdefault with respect to indebtedness in excess of $200,000.
(c) Immediately after becoming aware of any material adverse change in the Borrower's Property, business, operations, or condition (financial or otherwise).
(d) Immediately after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which may materially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or any actual the Borrower's Property, business, operations, or potential Government Offset, which individually condition (financial or in the aggregate could reasonably be expected to have a Material Adverse Effectotherwise).
(e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Borrower or any of its Subsidiaries.
(f) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to Borrower, any Subsidiary, or their respective Properties which may have a Material Adverse Effectmaterially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or the Borrower's Property, business, operations, or condition (financial or otherwise).
(g) Immediately after becoming aware of any violation by the Borrower of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of any notice that a Public Authority has asserted that the Borrower is not in compliance with Environmental Laws or that its compliance is being investigated.
(h) Thirty (30) days prior to the Borrower changing its name.
(i) Immediately after becoming aware of any ERISA Event, accompanied by any materials required to be filed with the PBGC with respect thereto; immediately after the Borrower's receipt of any notice concerning the imposition of any withdrawal liability under Section 4042 of ERISA with respect to a Plan; immediately upon the establishment of any Pension Plan not existing at the Closing Date or the commencement of contributions by the Borrower to any Pension Plan to which the Borrower was not contributing at the Closing Date; and immediately upon becoming aware of any other event or condition regarding a Plan or the Borrower's or an ERISA Affiliate's compliance with ERISA, which may materially and adversely affect the Borrower's Property, business, operation, or condition (financial or otherwise). Each notice given under this Section 7.3 shall describe the subject matter thereof in reasonable detail and shall set forth the action that the Borrower has taken or proposes to take with respect thereto.
Appears in 1 contract
Notices to Lender. The Borrower shall notify the Lender in writing of the following matters at the following times:
(a) Immediately after becoming aware of the existence of any Event or Event of Default.
(b) Immediately after becoming aware that the holder of any capital stock of the Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed default.
(c) Immediately after becoming aware of any material adverse change in the Borrower's Property, business, operations, or condition (financial or otherwise).
(d) Immediately after becoming aware of the entry of any final judgment by any court, or of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which may materially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or any actual the Borrower's Property, business, operations, or potential Government Offset, which individually condition (financial or in the aggregate could reasonably be expected to have a Material Adverse Effectotherwise).
(e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Borrower or any member of its Subsidiariesthe GTS Consolidated Group.
(f) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to Borrower, any Subsidiary, or their respective Properties which may have a Material Adverse Effectmaterially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or the Borrower's Property, business, operations, or condition (financial or otherwise).
(g) Immediately after becoming aware of any violation by the Borrower of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of any notice that a Public Authority has asserted that the Borrower is not in compliance with Environmental Laws or that its compliance is being investigated.
(h) Thirty (30) days prior to the Borrower changing its name.
(i) Immediately after becoming aware of any ERISA Event, accompanied by any materials required to be filed with the PBGC with respect thereto; immediately after the Borrower's receipt of any notice concerning the imposition of any withdrawal liability under Section 4042 of ERISA with respect to a Plan; immediately upon the establishment of any Pension Plan not existing at the Closing Date or the commencement of contributions by the Borrower to any Pension Plan to which the Borrower was not contributing at the Closing Date; and immediately upon becoming aware of any other event or condition regarding a Plan or the Borrower's or an ERISA Affiliate's compliance with ERISA, which may materially and adversely affect the Borrower's Property, business, operation, or condition (financial or otherwise).
Appears in 1 contract
Notices to Lender. The Borrower shall notify the Lender in writing of the following matters at the following times:
(a) Immediately after becoming aware of the existence of any Event Default or Event of Default.
(b) Immediately after becoming aware that the holder of any capital stock of the Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed default.
(c) Immediately after becoming aware of any material adverse change in the Borrower's Property, business, operations, or condition (financial or otherwise).
(d) Immediately after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which may materially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or any actual the Borrower's Property, business, operations, or potential Government Offset, which individually condition (financial or in the aggregate could reasonably be expected to have a Material Adverse Effectotherwise).
(e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Borrower or any of its Subsidiaries.
(f) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to Borrower, any Subsidiary, or their respective Properties which may have a Material Adverse Effectmaterially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or the Borrower's property, business, operations, or condition (financial or otherwise).
(g) Immediately after becoming aware of any violation by the Borrower of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of and any notice that a Public Authority has asserted that the Borrower is not in compliance with Environmental Laws or that its such compliance is being investigated.
(h) At least one (1) day prior to the Borrower changing its name to "Paradyne Corporation" at least one (1) day prior to Paradyne Canada changing its name to "Paradyne Canada, Ltd.," and at least thirty (30) days prior to any other name change of the Borrower or Paradyne Canada.
(i) Immediately after becoming aware of any ERISA Event, accompanied by any materials required to be filed with the PBGC with respect thereto; immediately after the Borrower's receipt of any notice concerning the imposition of any withdrawal liability under ss 4042 of ERISA with respect to a Plan; immediately upon the establishment of any Pension Plan not existing at the Closing Date or the commencement of contributions by the Borrower to any Pension Plan to which the Borrower was not contributing at the Closing Date; and immediately upon becoming aware of any other event or condition regarding a Plan or the Borrower's or an ERISA Affiliate's compliance with ERISA, which amy xxxerially and adversely affect the Borrower's Property, business, operation, or condition (financial or otherwise). Each notice given under this ss 8.3 shall be described in the subject matter thereof in reasonable detail and shall set forth the action that the Borrower has taken or proposes to take with respect thereto.
Appears in 1 contract
Notices to Lender. The Borrower shall notify the Lender in writing of the following matters at the following times:
(a) Immediately Promptly after becoming aware of the existence of any Event Default or Event of Default.
(b) Immediately Promptly after becoming aware that the holder of any capital stock of the Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed default.
(c) Immediately Promptly after becoming aware of any material adverse change in the Borrower's Property, business, operations, or condition (financial or otherwise).
(d) Immediately Promptly after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, or any actual or potential Government Offset, which individually or in the aggregate could reasonably be expected expected, if adversely determined, to have a Material Adverse Effectmaterially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or the Borrower's Property, business, operations, or condition (financial or otherwise).
(e) Immediately Promptly after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Borrower that could reasonably be expected to have a material adverse effect on the Borrower's business, operations, or any of its Subsidiariescondition.
(f) Immediately Promptly after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to BorrowerBorrower or its Properties which could reasonably be expected to materially and adversely affect the Collateral, any Subsidiarythe repayment of the Obligations, the Lender's rights under the Loan Documents, or their respective Properties which may have a Material Adverse Effectthe Borrower's Property, business, operations, or condition (financial or otherwise).
(g) Immediately Promptly after becoming aware of any violation by the Borrower of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of any notice that a Public Authority has asserted that the Borrower is not in compliance with Environmental Laws or that its compliance is being investigated, in each case that could reasonably be expected to have a material adverse effect on the Borrower's business, operations or condition.
Appears in 1 contract
Notices to Lender. The Each Borrower shall notify the Lender in writing of the following matters at the following times:
(a) Immediately after becoming aware of the existence of any Event or Event of Default.
(b) Immediately after becoming aware that the holder of any capital stock of the any Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed default.
(c) Immediately after becoming aware of any material adverse change in the any Borrower's Property, business, operations, or condition (financial or otherwise).
(d) Immediately after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which may materially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or any actual Borrower's Property, business, operations, or potential Government Offset, which individually condition (financial or in the aggregate could reasonably be expected to have a Material Adverse Effectotherwise).
(e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the any Borrower or any of its Subsidiaries.
(f) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to any Borrower, any Subsidiary, or their respective Properties which may have a Material Adverse Effectmaterially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or such Borrower's Property, business, operations, or condition (financial or otherwise).
(g) Immediately after becoming aware of any violation by the any Borrower of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of and any notice that a Public Authority has asserted that the such Borrower is not in compliance with Environmental Laws or that its compliance is being investigated.
Appears in 1 contract
Notices to Lender. The Borrower shall notify the Lender in writing of the following matters at the following times:
(a) Immediately after becoming aware of the existence of any Event or Event of Default.
(b) Immediately after becoming aware that the holder of any capital stock of the Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed default.
(c) Immediately after becoming aware of any material adverse change in the Borrower's Property, business, operations, or condition (financial or otherwise).
(d) Immediately after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which may materially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or any actual the Borrower's Property, business, operations, or potential Government Offset, which individually condition (financial or in the aggregate could reasonably be expected to have a Material Adverse Effectotherwise).
(e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Borrower or any of its Subsidiaries.
(f) Immediately after becoming aware of any violation of any law, law statute, regulation, or ordinance of a Public Authority applicable to Borrower, any Subsidiary, or their respective Properties which may have a Material Adverse Effectmaterially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or the Borrower's Property, business, operations, or condition (financial or otherwise).
(g) Immediately after becoming aware of any violation by the Borrower of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of any notice that a Public Authority has asserted that the Borrower is not in compliance with Environmental Laws or that its compliance is being investigated.
Appears in 1 contract
Samples: Loan and Security Agreement (Globespan Semiconductor Inc)
Notices to Lender. The Borrower Borrowers shall notify the Lender in ----------------- writing of the following matters at the following times:
(a) Immediately Promptly, but in no event later than three Business Days, after becoming aware of the existence of any Event or Event of Default.
(b) Immediately Promptly, but in no event later than three Business Days, after becoming aware that the holder of any capital stock of the a Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed default.
(c) Immediately Promptly, but in no event later than three Business Days, after becoming aware of any material adverse change in the a Borrower's Property, business, operations, or condition (financial or otherwise).
(d) Immediately Promptly, but in no event later than three Business Days, after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, or any actual or potential Government Offsetwhich could be projected reasonably to result in the Borrowers, which either individually or in the aggregate could reasonably be expected collectively, having to have a Material Adverse Effectpay $1 million or more.
(e) Immediately Promptly, but in no event later than three Business Days, after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the a Borrower or any of its Subsidiaries.
(f) Immediately Promptly, but in no event later than three Business Days, after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to a Borrower, any Subsidiary, or their respective Properties which may have materially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or a Material Adverse EffectBorrower's Property, business, operations, or condition (financial or otherwise).
(g) Immediately Promptly, but in no event later than three Business Days, after becoming aware of any violation by the a Borrower of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of any notice that a Public Authority has asserted that the a Borrower is not in compliance with Environmental Laws or that its compliance is being investigated.
(h) Thirty days prior to a Borrower's changing its name.
(i) Promptly, but in no event later than three Business Days, after becoming aware of any ERISA Event, accompanied by any materials required to be filed with the PBGC with respect thereto; immediately after a Borrower's receipt of any notice concerning the imposition of any withdrawal liability under Section 4042 of ERISA with respect to a Plan; immediately upon the establishment of any Pension Plan not existing at the Closing Date or the commencement of contributions by a Borrower to any Pension Plan to which such Borrower was not contributing at the Closing Date; and immediately upon becoming aware of any other event or condition regarding a Plan or a Borrower's or an ERISA Affiliate's compliance with ERISA, which may materially and adversely affect a Borrower's Property, business, operations, or condition (financial or otherwise). Each notice given under this Section 8.3 shall describe the subject matter ----------- thereof in reasonable detail and shall set forth the action that the relevant Borrower has taken or proposes to take with respect thereto.
Appears in 1 contract
Notices to Lender. The Borrower shall notify the Lender in writing of the following matters at the following times:
(a) Immediately after becoming aware of the existence of any Event or Event of Default.
(b) Immediately after becoming aware that the holder of any capital stock of the Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed defaultdefault or that the Xxxxxxxxx Family or their Affiliates has given notice or taken any action with respect to a default concerning capital stock held by the Xxxxxxxxx Family or their Affiliates.
(c) Immediately after becoming aware of any material adverse change in the Borrower's Property, business, operations, or condition (financial or otherwise)) of the Borrower or any Guarantor.
(d) Immediately after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which may materially and adversely affect the Collateral, the Guarantor Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents or the Property, business, operations or condition (financial or otherwise) of the Borrower or any actual or potential Government Offset, which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectGuarantor.
(e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Borrower or any of its Subsidiaries.
(f) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to the Borrower, any Subsidiary, or their respective Properties which may have a Material Adverse Effectmaterially and adversely affect the Collateral, the Guarantor Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or the Property, business, operations, or condition (financial or otherwise) of the Borrower or any Guarantor.
(g) Immediately after becoming aware of any violation by the Borrower or any Guarantor of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of any notice that a Public Authority has asserted that the Borrower or any Guarantor is not in compliance with Environmental Laws or that its compliance is being investigated.
(h) Thirty days prior to the Borrower or any Guarantor changing its name.
(i) Immediately after becoming aware of any ERISA Event, accompanied by any materials required to be filed with the PBGC with respect thereto; immediately after the receipt by the Borrower or any Guarantor of any notice concerning the imposition of any withdrawal liability under Section 4042 of ERISA with respect to withdrawal from a Multiemployer Plan; immediately upon the establishment of any Pension Plan not existing at the Closing Date or the commencement of contributions by the Borrower or any Guarantor to any Pension Plan to which the Borrower or the Guarantor was not contributing at the Closing Date; and immediately upon becoming aware of any other event or condition regarding a Plan or the Borrower's any Guarantor's or an ERISA Affiliate's compliance with ERISA, which may materially and adversely affect the Property, business, operations, or condition (financial or otherwise) of the Borrower or any Guarantor. Each notice given under this Section 8.3 shall describe the subject matter thereof in reasonable detail and shall set forth the action that the Borrower or the relevant Guarantor has taken or proposes to take with respect thereto.
Appears in 1 contract
Notices to Lender. The Borrower shall notify the Lender in writing of the following matters at the following times:
(a) Immediately after becoming aware of the existence of any Event Default or Event of Default.
(b) Immediately after becoming aware that the holder of any capital stock of the Borrower or of any Debt in excess of one million dollars ($1,000,000) has given notice or taken any action with respect to a claimed default.
(c) Immediately after becoming aware of any material adverse change in the Borrower's Property, business, operations, or condition (financial or otherwise).
(d) Immediately after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which may materially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or any actual the Borrower's Property, business, operations, or potential Government Offset, which individually condition (financial or in the aggregate could reasonably be expected to have a Material Adverse Effectotherwise).
(e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Borrower or any of its Subsidiaries, if any.
(f) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to Borrower, any Subsidiary, if any, or their respective Properties which may have a Material Adverse Effectmaterially and adversely affect the Collateral, the repayment of the Obligations, the Lender's rights under the Loan Documents, or the Borrower's Property, business, operations, or condition (financial or otherwise).
(g) Immediately after becoming aware of any violation by the Borrower of Environmental Laws (which violation could reasonably be expected to have a Material Adverse Effect) or immediately upon receipt of any notice that a Public Authority has asserted that the Borrower is not in compliance with Environmental Laws or that its compliance is being investigated.
Appears in 1 contract
