Common use of Notification of Certain Events, Events of Default and Adverse Developments Clause in Contracts

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Administrative Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; 67 (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrowers; (c) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any judicial or administrative proceeding known by the Borrowers to have been threatened against any of them in a written communication which threatened proceeding, if adversely decided, could cause a Material Adverse Change in any of the Borrowers; (d) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which any of the Borrowers elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of any of the Borrowers, or the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of any of the Borrowers or an Affiliate (present or prospective) as determined by the Administrative Agent, in its sole but reasonable discretion; (e) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any facility license or certification, or the issuance of any new license or certification for any Facility, under which any of the Borrowers proposes (i) to develop a new facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability threatened or noticed in a written communication to any of the Borrowers of $50,000 or more per Facility; (g) any other development in the business or affairs of the Borrower results in a Material Adverse Change; and (h) in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to the Administrative Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrowers propose to take with respect thereto or a statement that the Borrowers intend to take no action and an explanation of the reasons for such inaction. In addition, the Borrowers will furnish to the Administrative Agent immediately after receipt thereof copies of all administrative notices material to Borrowers' business and operation of any Facility and all responses by or on behalf of the Borrowers with respect to such administrative notices.

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice The Borrowers shall promptly notify the Bank in writing (a) within five (5) Business Days of obtaining knowledge of any event of circumstance which causes or may cause the Bank to the Administrative Agent who will forward a copy consider any Export Receivables or Export Inventory to be ineligible for purposes of the notice to the Lenders upon determining Collateral Value and (b) within fifteen (15) Business Days of obtaining knowledge of the occurrence of any of the following:following (in each case describing in detail satisfactory to the Bank the nature thereof and the action the Borrower proposes to take with respect thereto): (a) any Default or Event of Default under this Agreement or any of the other Financing Documents; 67; (b) any eventnotice, development claim or circumstance whereby the financial statements furnished under the Financing Documents fail demand from any Governmental Authority which alleges that either Borrower is in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrowers; (c) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any judicial or administrative proceeding known by the Borrowers to have been threatened against any of them in a written communication which threatened proceeding, if adversely decided, could cause a Material Adverse Change in any of the Borrowers; (d) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which any of the Borrowers elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation violation of any of the Borrowersterms of, or the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or the assessment or pending assessment, of any civil or criminal penalties by any Government Authorityhas failed to comply with, any third party payor applicable order issued pursuant to any federal or any accreditation organization or Person, which could materially adversely affect the financial condition or operations state statute regulating its operation of any of the Borrowers or an Affiliate (present or prospective) as determined by the Administrative Agent, in its sole but reasonable discretion; (e) any actionbusiness, including, but not limited to, the filing Occupational Safety and Health Act and the Environmental Protection Act or any applicable foreign environmental laws; (c) any debarment, suspension, proposed debarment with a final determination still pending, declared ineligibility of voluntary exclusion (as such terms are defined in the Debarment Regulations defined in SECTION 6.18 of this Agreement) of either Borrower or any certificate of need application if required by law, the amendment of their Principals (as defined in SECTION 6.18 hereof) from participation in procurement or nonprocurement transactions with any facility license United States federal government department or certificationagency, or the issuance any indictment, conviction or civil judgment rendered against either Borrower or any of any new license or certification their Principals for any Facility, under which any of the Borrowers proposes (i) to develop a new facility or service and/or (ii) eliminate, materially expand or materially reduce offenses listed in any serviceof the Debarment Regulations; (fd) the occurrence of any actual contingent liability or a potential contingent liability threatened or noticed in a written communication to event which the Borrowers reasonably believe may adversely affect the collectability of any of the Borrowers Export Receivables, including (without limitation) the occurrence of $50,000 or more per Facility; (g) an event under any other development in the business or affairs of the Borrower results in a Material Adverse Change; and (h) in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to the Administrative Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrowers propose to take with respect thereto or a statement that the Borrowers intend to take no action and an explanation of the reasons for such inaction. In addition, the Borrowers will furnish to the Administrative Agent immediately after receipt thereof copies of all administrative notices material to Borrowers' business and operation of any Facility and all responses accounts receivable insurance maintained by or on behalf of the Borrowers with respect to such administrative noticesany of the Export Receivables or the deterioration of the financial condition of any bank issuing a letter of credit to secure any of the Export Receivables; and (e) any other development which could have a Material Adverse Effect.

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Administrative Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge of the occurrence of any of the following: (ai) any Event of Default under the Financing Loan Documents; 67; (bii) any event, development or circumstance whereby the financial statements furnished under the Financing Loan Documents fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the BorrowersGuarantors; (ciii) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Guarantors or any judicial or administrative proceeding known by the Borrowers Guarantors to have been threatened against any of them in a written communication which threatened proceeding, if adversely decided, could cause a Material Adverse Change in any of the BorrowersGuarantors; (div) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which any of the Borrowers Guarantors elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of any of the BorrowersGuarantors, or the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of any of Guarantors in the Borrowers or an Affiliate (present or prospective) aggregate as determined by the Administrative Agent, in its sole but reasonable discretion; (ev) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any facility license or certification, or the issuance of any new license or certification for any Facility, under which any of the Borrowers Guarantors proposes (i) to develop a new facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (fvi) any actual contingent liability or a potential contingent liability threatened or noticed in a written communication to of any of the Borrowers Guarantors of $50,000 100,000 or more per Facility; (gvii) any other development in the business or affairs of the Borrower Guarantor results in a Material Adverse Change; and (hviii) in each case listed in clauses (ai) through (gvii), inclusive, of this Section describing in detail satisfactory to the Administrative Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrowers Guarantors propose to take with respect thereto or a statement that the Borrowers Guarantors intend to take no action and an explanation of the reasons for such inaction. In addition, the Borrowers Guarantors will furnish to the Administrative Agent immediately after receipt thereof copies of all administrative notices material to BorrowersGuarantors' business and operation of any Facility and all responses by or on behalf of the Borrowers Guarantors with respect to such administrative notices.

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Administrative Agent who will forward a copy The Debtor shall promptly (and in any event within five Business Days of the notice to the Lenders upon obtaining knowledge thereof) notify the Bank in writing of the occurrence of any of the following:following (in each case describing in detail satisfactory to the Bank the nature thereof and the action the Debtor proposes to take with respect thereto): (a) any Default or Event of Default under this Security Agreement or any of the other Financing Documents; 67; (b) litigation or other actions, suits or proceedings before any eventcourt or any governmental or regulatory agency, development domestic or circumstance whereby foreign, affecting the financial statements furnished Debtor which, if adversely decided, would materially adversely affect the conduct of its business, the Collateral, its ability to perform its obligations under any of the Financing Documents fail Documents, its financial condition, or in any material respect to present fairly, in accordance with GAAP, manner impair or affect the financial condition and operational results security for the Debtor's Obligations or the Borrower's Obligations or the ability of the BorrowersDebtor to pay or perform in full the Debtor's Obligations or the Borrower's Obligations; (c) any judicialnotice, administrative claim or arbitral proceeding pending against demand from any of Governmental Authority which alleges that the Borrowers or any judicial or administrative proceeding known by the Borrowers to have been threatened against any of them Debtor is in a written communication which threatened proceeding, if adversely decided, could cause a Material Adverse Change in any of the Borrowers; (d) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which any of the Borrowers elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation violation of any of the Borrowersterms of, or the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or the assessment or pending assessment, of any civil or criminal penalties by any Government Authorityhas failed to comply with, any third party payor applicable order issued pursuant to any federal or any accreditation organization or Person, which could materially adversely affect the financial condition or operations state statute regulating its operation of any of the Borrowers or an Affiliate (present or prospective) as determined by the Administrative Agent, in its sole but reasonable discretion; (e) any actionbusiness, including, but not limited to, the filing of any certificate of need application if required by law, Occupational Safety and Health Act and the amendment of any facility license or certification, or the issuance of any new license or certification for any Facility, under which any of the Borrowers proposes (i) to develop a new facility or service and/or (ii) eliminate, materially expand or materially reduce any serviceEnvironmental Protection Act; (fd) the occurrence of any actual contingent liability event which the Debtor reasonably believes may adversely affect the collectibility of any Receivable in the amount of or a potential contingent liability threatened evidencing an obligation equal to $250,000 or noticed in a written communication more, including (without limitation) the occurrence of an event under any accounts receivable insurance maintained by the Debtor with respect to any of the Borrowers Receivables or the deterioration of $50,000 or more per Facility;the financial condition of any bank issuing a letter of credit to secure any of the Receivables; and (ge) any other development in the business or affairs of the Borrower results in Debtor which could have a Material Adverse Change; and (h) in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to material adverse effect on the Administrative Agent Debtor or could adversely affect the nature thereof and, in security for the case, if any, of notification under clause (a), Debtor's Obligations or the action Borrower's Obligations or the Borrowers propose to take with respect thereto or a statement that the Borrowers intend to take no action and an explanation ability of the reasons for such inaction. In addition, Borrower to pay or perform in full the Borrowers will furnish to Debtor's Obligations or the Administrative Agent immediately after receipt thereof copies of all administrative notices material to Borrowers' business and operation of any Facility and all responses by or on behalf of the Borrowers with respect to such administrative noticesBorrower's Obligations.