Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 9 contracts
Samples: Loan and Security Agreement (Rubicon Technologies, Inc.), Loan and Security Agreement (Rubicon Technologies, Inc.), Loan and Security Agreement (Rubicon Technologies, Inc.)
Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three five (35) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may could reasonably be expected to have, a Material Adverse Effect, (C) any change in any Loan Party’s or Parent’s officers or directors, (D) any material investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan PartyParty or Parent, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party)Parent, the Collateral or which may could reasonably be expected to result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party or Parent to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or early termination or written threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party or Parent and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party and Parent has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.; and
Appears in 3 contracts
Samples: Loan and Security Agreement (Kaspien Holdings Inc.), Loan and Security Agreement (Kaspien Holdings Inc.), Loan and Security Agreement (Trans World Entertainment Corp)
Notification of Certain Changes. Promptly Borrower will promptly (and in no case later than the earlier of (i) three (3) five Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent notify Lender in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may have, a Material Adverse Effect, (Ciii) any change in any Loan PartyParty Obligor’s officers President, Chief Executive Officer or directorsChief Financial Officer, (Div) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party)Obligor, the Collateral or which may result in a Material Adverse Effectan adverse impact upon any Loan Party Obligor’s business, assets or financial condition, (Ev) any material loss or damage to the Collateral, (Fvi) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effectany material adverse change in the business or financial affairs of any Loan Party Obligor, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party Obligor to Agent Lender untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (Gvii) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party Obligor, and (Hviii) any change in any Loan PartyParty Obligor’s certified independent accountant. In the event of each such notice under this Section 7.15(h5.15(i), Borrower Representative shall give notice to Agent Lender of the action or actions that each Loan Party Obligor has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 3 contracts
Samples: Loan and Security Agreement (Janel Corp), Loan and Security Agreement (Janel Corp), Loan and Security Agreement (Janel Corp)
Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after a Loan Party obtaining knowledge the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s 's officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s 's certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hydrofarm Holdings Group, Inc.), Loan and Security Agreement (Hydrofarm Holdings Group, Inc.)
Notification of Certain Changes. Promptly The Borrower will promptly (and in no case later than the earlier of (ix) three (3) 10 Business Days after the occurrence of any of the following and (iiy) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent notify Lender in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may have, a Material Adverse Effect[reserved], (Ciii) any change in any Loan Party’s officers or directors[reserved], (Div) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in could reasonably be expected to have a Material Adverse Effect, (Ev) any material loss violation or damage asserted violation of any applicable law (including OSHA or any environmental laws), if an adverse resolution could reasonably be expected to the Collateralhave a Material Adverse Effect, (Fvi) any other event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, in a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (Gvii) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party Party, and (Hviii) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h5.15(h), the Borrower Representative shall give notice to Agent Lender of the action or actions that each Loan Party has taken, is taking, taking or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 1 contract
Notification of Certain Changes. Promptly Borrower will promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to notify Agent in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may reasonably be expected to have, a Material Adverse Effect, (Ciii) any change in any Loan Party’s officers Senior Officers or directors, (Div) any material investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may would be reasonably likely to result in a Material Adverse Effect, (Ev) any material loss or damage to the Collateral, (Fvi) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (Gvii) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (Hviii) any change in any Loan Party’s certified independent accountant. accountant In the event of each such notice under this Section 7.15(h5.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.. Loan and Security Agreement
Appears in 1 contract
Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers 's chief financial officer or directorschief executive officer, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s 's certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.. (i)
Appears in 1 contract
Samples: Loan and Security Agreement (Neos Therapeutics, Inc.)
Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may could reasonably be expected to have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors[reserved], (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) the receipt of written notice received from any Person regarding any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s 's certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.; and
Appears in 1 contract
Notification of Certain Changes. Promptly Borrower will promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to notify Agent in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may reasonably be expected to have, a Material Adverse Effect, (Ciii) any change in any Loan Party’s officers Senior Officers or directors, (Div) any material investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in an adverse impact upon any Loan Party’s business, assets or financial condition, (v) any violation or asserted violation of any applicable law (including OSHA or any Environmental Laws), if an adverse resolution could have a Material Adverse EffectEffect or otherwise result in material liability to any Loan Party Obligor, (Evi) any material loss or damage to the Collateral, (Fvii) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effectany material adverse change in the business or financial affairs of any Loan Party, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (Gviii) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (Hix) any change in any Loan Party’s certified independent accountant. accountant In the event of each such notice under this Section 7.15(h5.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.. Loan and Security Agreement
Appears in 1 contract
Notification of Certain Changes. Promptly Borrowers will promptly (and in no case later than the earlier of (ix) three (3) Business Days after the occurrence of any of the following and (iiy) such 4874-2581-2044v.13 Loan and Security Agreement other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent notify Lender in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may could reasonably be expected to have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (Diii) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in could reasonably be expected to have a Material Adverse Effect, (Eiv) any material loss violation or damage to the Collateral, (F) any event or the existence asserted violation of any circumstance that has resulted inapplicable law (including OSHA or any environmental laws), or if an adverse resolution could reasonably be expected to result in, have a Material Adverse Effect, any Default, Effect or any Event of Default, or which would make any representation or warranty previously made by otherwise result in material liability to any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being madeParty, and (Gv) any actual or alleged breaches of any Material Contract or termination or written threat to terminate any Material Contract or any material amendment to or material modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h5.15(j), Borrower Representative Borrowers shall give notice to Agent Lender of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 1 contract
Samples: Loan and Security Agreement (Grove Collaborative Holdings, Inc.)
Notification of Certain Changes. Promptly Borrowers will promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent notify Lender in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may could reasonably be expected to have, a Material Adverse Effect, (Ciii) [reserved], (iv) any change in any Loan Party’s officers or directors, (D) any material investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in could reasonably be expected to have a Material Adverse Effect, (Ev) any material loss violation or damage asserted violation of any applicable law (including OSHA or any environmental laws), if an adverse resolution would be reasonably expected to the Collateralhave a Material Adverse Effect, (Fvi) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a any Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent Lender untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (Gvii) any actual or alleged breaches breach of any Material Contract or termination or threat to terminate (other than in accordance with its terms) of any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (Hviii) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h5.15(h), Borrower Representative Borrowers shall give notice to Agent Lender of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 1 contract
Samples: Loan and Security Agreement (FreightCar America, Inc.)
Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), on the Collateral or and, in each case, which may could reasonably be expected to result in a Material Adverse Effect, (ED) any material loss or damage to the ABL Priority Collateral, (FE) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (HF) any change in any Loan Party’s 's certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 1 contract
Notification of Certain Changes. Promptly Parent Guarantor will promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to notify Agent in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may reasonably be expected to have, a Material Adverse Effect, (Ciii) any change in any Loan Party’s officers Senior Officers or directors, (Div) any material investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may would be reasonably likely to result in a Material Adverse Effect, (Ev) any material loss or damage to the Collateral, (Fvi) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, in any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (Hvii) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h5.15(h), Borrower Representative Parent Guarantor shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 1 contract
Notification of Certain Changes. Promptly Borrowers will promptly (and in no case later than the earlier of (iy) three (3) Business Days after the occurrence of any of the following and (iiz) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent notify Lender in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may reasonably be expected to have, a Material Adverse Effect, (Ciii) any change in any Loan Party’s officers Senior Officers or directors, (Div) any material investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in an adverse impact upon any Loan Party’s business, assets or financial condition, (v) any violation or asserted violation of any applicable law (including OSHA or any Environmental Laws), if an adverse resolution could have a Material Adverse EffectEffect or otherwise result in material liability to any Loan Party, (E) any material loss or damage to the Collateral, (Fvi) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effectany material adverse change in the business or financial affairs of any Loan Party, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent Lender untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (Gvii) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and Party, (Hviii) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h5.15(h), Borrower Representative Borrowers shall give notice to Agent Lender of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 1 contract
Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after such Loan Party Obligor obtaining actual knowledge of the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent Lender in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directorsdirectors (except those nominated by Lender), (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effectan adverse impact upon any Loan Party’s business, assets or financial condition, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effectany material adverse change in the business or financial affairs of any Loan Party, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent Lender untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent Lender of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
Appears in 1 contract
Samples: Loan and Security Agreement (Hightimes Holding Corp.)
Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after a Loan Party obtains knowledge of the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may could reasonably be expected to have, a Material Adverse Effect, (C) any change in any Loan Party’s 's officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may could reasonably be expected to result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being madereserved, (G) the receipt of written notice received from any Person regarding any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s 's certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.; and
Appears in 1 contract
Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers 's chief executive officer or chief financial officer or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral involving amounts exceeding $250,000 or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches by a Loan Party of any Material Contract giving rise to a claim involving amounts exceeding $200,000, or termination or written threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new which could reasonably be expected to have a Material Contract by any Loan Party Adverse Effect and (H) any change in any Loan Party’s 's certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
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Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may could reasonably be expected to have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) the receipt of written notice received from any Person regarding any actual or alleged breaches of any Material Contract or the Disposition Consulting Agreement or termination or threat to terminate any Material Contract or the Disposition Consulting Agreement or any material amendment to or modification of a Material ContractContract or the Disposition Consulting Agreement, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
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Samples: Loan and Security Agreement (Ranger Energy Services, Inc.)
Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three five (35) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may could reasonably be expected to have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any material investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may could reasonably be expected to result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or early termination or written threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.; and
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Samples: Loan and Security Agreement (Trans World Entertainment Corp)
Notification of Certain Changes. Promptly Borrowers will promptly (and in no case later than the earlier of (i) three ten (310) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent notify Lender in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may have, a Material Adverse Effect[Reserved], (Ciii) any change in any Loan Party’s officers or directors[Reserved], (Div) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in could reasonably be expected to have a Material Adverse Effect, (Ev) any material loss violation or damage asserted violation of any applicable law (including OSHA or any environmental laws), if an adverse resolution could reasonably be expected to the Collateralhave a Material Adverse Effect, (Fvi) any other event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, in a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (Gvii) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party Party, and (Hviii) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h5.15(h), Borrower Representative Borrowers shall give notice to Agent Lender of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.. (i)
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Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) five Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may could reasonably be expected to have, a Material Adverse Effect, (C) any change in any Loan Party’s 's officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer Party or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may could reasonably be expected to result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effectany material adverse change in the business or financial affairs of any Loan Party, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s 's certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
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Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers 's chief financial officer or directorschief executive officer, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s 's certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
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Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers 's chief financial officer or directorschief executive officer, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s 's certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
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Notification of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may could reasonably be expected to have, a Material Adverse Effect, (C) any change loss, damage or transaction (whether a single transaction or a series of related transactions) resulting in a loss, damage or transfer of any Loan Party’s officers or directorsassets included in the Borrowing Base in an amount in excess of $3,500,000, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may could reasonably be expected to result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) the receipt of written notice received from any Person regarding any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and Party, (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligationobligation and (I) any material notice, filing or change with respect to any litigation, arbitration or other action relating to an Eligible Change Order Claim.
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Samples: Term Loan and Security Agreement (Southland Holdings, Inc.)
Notification of Certain Changes. Promptly Borrower will promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent notify Lender in writing of of: (Ai) the occurrence of any Default or Event of Default, (Bii) the occurrence of any event that has had, or may reasonably be expected to have, a Material Adverse Effect, (Ciii) any change in any Loan Party’s officers Senior Officers or directors, (Div) any material investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in an adverse impact upon any Loan Party’s business, assets or financial condition, (v) any violation or asserted violation of any applicable law (including OSHA or any Environmental Laws), if an adverse resolution could have a Material Adverse EffectEffect or otherwise result in material liability to any Loan Party Obligor, (Evi) any material loss or damage to the Collateral, (Fvii) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effectany material adverse change in the business or financial affairs of any Loan Party, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent Lender untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (Gviii) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (Hix) any change in any Loan Party’s certified independent accountant. accountant In the event of each such notice under this Section 7.15(h5.15(h), Borrower Representative shall give notice to Agent Lender of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.
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