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

Notification of Events of Default and Adverse Developments. The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against the Borrower or its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of the Borrower or any Subsidiary where the claims against the Borrower or any of its Subsidiaries exceed Five Hundred Thousand Dollars ($500,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrower or any of its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against the Borrower or any of its Subsidiaries and any judicial or administrative proceeding known by the Borrower to be threatened against it or any of its Subsidiaries which, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective); (f) the receipt by the Borrower or any of its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that the Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of the Borrower and any of its Subsidiaries which may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrower propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against the Borrower or its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of the Borrower or any Subsidiary where the claims against the Borrower or any of its Subsidiaries exceed Five Hundred Thousand One Million Dollars ($500,0001,000,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrower or any of its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against the Borrower or any of its Subsidiaries and any judicial or administrative proceeding known by the Borrower to be threatened against it or any of its Subsidiaries whichthat, if adversely decided, could materially adversely affect cause Materially Adversely Change in its financial condition or operations (present or prospective); (fi) the receipt revocation, suspension, probation, restriction, limitation or refusal to renew, or the pending, revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License held by the Borrower or any of its Subsidiaries of the Guarantors, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew any notice, claim participation or demand from eligibility in any Governmental Authority third party payor program in which alleges that the Borrower or any Subsidiary is in violation of the Guarantors elects to participate which exceeds ten percent (10%) of the aggregate gross revenues of all senior living facilities owned and/or managed by the Borrower, any Guarantor or any of the terms of, or has failed to comply with any applicable Laws regulating its operation and businesstheir Affiliates, including, but not limited towithout limitation, Medicare, Medicaid, or private insurer, or any accreditation of the Occupational Safety and Health Act and Borrower or XXXXX, or (iii) the Environmental Protection Actissuance 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 (iv) 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, if any, which could materially adversely affect the financial condition or operations of the Borrower or XXXXX; and (g) any other development in the business or affairs of the Borrower and any of its Subsidiaries which that may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrower propose proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against the Borrower or its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of the Borrower or any Subsidiary where the claims against the Borrower or any of its Subsidiaries Subsidiary exceed Five Hundred Thousand Dollars ($500,000) and are not covered by insurance; (d) any guaranty or other actual or potential contingent liability where the claims against the Borrower or any Subsidiary exceed Five Hundred Thousand Dollars ($500,000) and are not covered by insurance; (e) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrower or any of its SubsidiariesBorrower; (ef) any judicial, administrative or arbitral proceeding pending against the Borrower or any of its Subsidiaries and any judicial or administrative proceeding known by the Borrower or any of its Subsidiaries to be threatened against it or any of its Subsidiaries which, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective); (fg) the receipt by the Borrower or any of its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that the Borrower or any Subsidiary of its Subsidiaries is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (gh) any other development in the business or affairs of the Borrower and or any of its Subsidiaries which that may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrower propose proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. The Borrower Borrowers shall promptly notify the Lender Agent upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or overtly threatened against any of the Borrower Borrowers or any of its or their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrower Borrowers or any Subsidiary where the claims against any of the Borrower Borrowers or any of its Subsidiaries Subsidiary exceed Five Hundred Thousand One Million Dollars ($500,0001,000,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail which, subsequent to their issuance, prove to have failed in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrower or any Borrowers and their Subsidiaries, on a Consolidated basis as of its Subsidiariesthe date of such financial statements; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrower Borrowers or any of its or their Subsidiaries and any judicial or administrative proceeding known by any of the Borrower Borrowers to be threatened against it or them or any of its Subsidiaries whichor their Subsidiaries, if adversely decidedthe reasonably foreseeable outcome of which the Borrowers' determine, in good faith could materially adversely affect its financial condition or operations (present or prospective);have a Materially Adverse Effect; and (f) the receipt by any of the Borrower Borrowers or any of its Subsidiaries Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrower Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act Act, ERISA and the Environmental Protection Act; and (g) any other development Laws, which failure could, in the business or affairs of the Borrower and any of its Subsidiaries which may be materially adverseBorrowers' good faith determination, have a Materially Adverse Effect; in each case describing in detail satisfactory to the Lender Agent the nature thereof and the action the Borrower Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. The Borrower Borrower, Xxxxx UK and Norwich shall promptly notify the Lender Agent and the Lenders upon obtaining knowledge of the occurrence of: (ai) any Event of Default; ; (b) any ii)any Default; ; (c) any iii)any litigation instituted or threatened against the Borrower Borrower, Xxxxx UK, Norwich or its any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of the Borrower Borrower, Xxxxx UK, Norwich or any Subsidiary where the claims against the Borrower Borrower, Xxxxx UK, Norwich or any of its Subsidiaries Subsidiary exceed Five Hundred Thousand One Million Dollars ($500,0001,000,000) and are not covered by insurance; ; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrower or any of its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against the Borrower or any of its Subsidiaries and any judicial or administrative proceeding known by the Borrower to be threatened against it or any of its Subsidiaries which, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective); (f) the iv)the receipt by the Borrower Borrower, Xxxxx UK, Norwich or any of its Subsidiaries Subsidiary Guarantor of any notice, claim or demand from any Governmental Authority which alleges that the Borrower Borrower, Xxxxx UK, Norwich or any Subsidiary Guarantor is in material violation of any of the terms of, or has failed to comply with any applicable material Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act, the noncompliance with which would have a materially adverse effect on the Borrower, Xxxxx UK, Norwich and the Subsidiary Guarantors, taken as a whole; and (g) any v)any other development in the business or affairs of the Borrower, Xxxxx UK, Norwich or any of their Subsidiaries which is materially adverse to the Borrower and its Subsidiaries taken as a whole; and (vi)any discovery or determination by the Borrower or any Subsidiary that any computer applications that is material to any of its Subsidiaries which may their respective business and operations will not be materially adverse; Year 2000 Compliant in each case describing in detail satisfactory to the Lender Agent the nature thereof and the action the Borrower propose or any Subsidiary, as the case may be, proposes to take take, if any, with respect thereto.

Notification of Events of Default and Adverse Developments. The Borrower Polk Audio shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrower Borrowers or its any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrower Borrowers or any Subsidiary where the claims against the any Borrower or any of its Subsidiaries Subsidiary exceed Five One Hundred Thousand Dollars ($500,000100,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrower Borrowers or any of its their respective Subsidiaries; (e) any loss through fire, theft, liability or property damage in excess of an aggregate of $100,000; (f) any judicial, administrative or arbitral proceeding pending against any of the Borrower Borrowers or any of its their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrower Borrowers to be threatened against it any Borrower or any of its Subsidiaries Subsidiary which, if adversely decided, could materially adversely affect its the financial condition or operations (present or prospective)) of any Borrower or any Subsidiary; (fg) the receipt by any of the Borrower Borrowers or any of its Subsidiaries Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrower Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (gh) any other development in the business or affairs of the Borrower and any of its the Borrowers or any of their respective Subsidiaries which may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrower Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. The Borrower shall promptly Promptly ---------------------------------------------------------- notify the Lender Administrative Agent upon obtaining knowledge the discovery by any Responsible Person or officer of the Borrower of the occurrence of: of (ai) any Default or Event of Default; Default hereunder; (b) any Default; (c) any litigation instituted or threatened against the Borrower or its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of the Borrower or any Subsidiary where the claims against the Borrower or any of its Subsidiaries exceed Five Hundred Thousand Dollars ($500,000) and are not covered by insurance; (dii) any event, development or circumstance whereby the financial statements most recently furnished hereunder to the Administrative Agent fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational operating results of the Borrower and the Restricted Subsidiaries as of the date of such financial statements; (iii) any litigation or proceedings that are instituted or threatened (to the knowledge of the Borrower) against the Borrower or any Restricted Subsidiary or any of their respective assets which, if there is a reasonable possibility of a determination adverse to the interests of the Borrower or any Restricted Subsidiary, could reasonably be expected to have a Material Adverse Effect; and (iv) each and every event which would be an Event of its Subsidiaries; Default (eor an event which with the giving of notice or lapse of time or both would be an Event of Default) under any judicial, administrative or arbitral proceeding pending against indebtedness of the Borrower or any Restricted Subsidiary for Borrowed Money, such notice to include the names and addresses of its Subsidiaries the holders of such indebtedness and the amount thereof; (v) the repeal or revocation of any judicial Franchise, Pole Attachment Agreement, authorization, consent, exemption or administrative proceeding known license with, to or from Governmental Authorities and other Persons which are necessary in connection with the operation of the Systems owned by a Restricted Subsidiary, except, to the Borrower to be threatened against it extent that the repeal or any of its Subsidiaries whichrevocation thereof, if adversely decidedindividually or in the aggregate, could materially adversely affect its financial condition or operations not reasonably be expected to have a Material Adverse Effect; and (present or prospective); (f) the receipt by the Borrower or any of its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that the Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (gvi) any other development in the business or affairs of the Borrower and any of its Subsidiaries which may if the effect thereof could reasonably be materially adverseexpected to have a Material Adverse Effect; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrower propose proposes to take or cause to be taken with respect thereto. Upon receipt of any such notice of default or adverse development, the Administrative Agent shall forthwith give notice to each Lender of the details thereof. The Borrower shall notify the Administrative Agent and the Lenders of any and all amendments, modifications and waivers under any and all Related Documents promptly following such amendments, modifications and waivers.

Notification of Events of Default and Adverse Developments. The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against the Borrower or its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of the Borrower or any Subsidiary where the claims against the Borrower or any of its Subsidiaries Subsidiary exceed Five Two Hundred Fifty Thousand Dollars ($500,000250,000) and are not covered by insurance; (d) any guaranty or other actual or potential contingent liability where the claims against the Borrower or any Subsidiary exceed Two Hundred Fifty Thousand Dollars ($250,000) and are not covered by insurance; (e) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrower or any of its SubsidiariesBorrower; (ef) any judicial, administrative or arbitral proceeding pending against the Borrower or any of its Subsidiaries and any judicial or administrative proceeding known by the Borrower or any of its Subsidiaries to be threatened against it or any of its Subsidiaries which, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective); (fg) the receipt by the Borrower or any of its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that the Borrower or any Subsidiary of its Subsidiaries is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (gh) any other development in the business or affairs of the Borrower and or any of its Subsidiaries which that may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrower propose proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. The Borrower Each of the Borrower, Fostxx Xxxxx xxx Fantasma shall promptly notify the Lender Agent upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrower or its Subsidiaries Borrower, Fostxx Xxxxx xx Fantasma and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrower or any Subsidiary Borrower, Fostxx Xxxxx xx Fantasma where the claims against the Borrower or any of its Subsidiaries the Borrower, Fostxx Xxxxx xx Fantasma exceed Five Hundred Thousand One Million Dollars ($500,0001,000,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrower or any of and its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against the Borrower or any of its Subsidiaries the Borrower, Fostxx Xxxxx xxx Fantasma and any judicial or administrative proceeding known by any of the Borrower Borrower, Fostxx Xxxxx xxx Fantasma to be threatened against it or any of its Subsidiaries the Borrower, Fostxx Xxxxx xxx Fantasma which, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective)have a Material Adverse Effect; (f) the receipt by the Borrower or any of its Subsidiaries the Borrower, Fostxx Xxxxx xxx Fantasma of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrower or any Subsidiary Borrower, Fostxx Xxxxx xxx Fantasma is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; provided that any such violation would constitute a Material Adverse Effect; and (g) any other development in the business or affairs of the Borrower and any of its Subsidiaries the Borrower, Fostxx Xxxxx xxx Fantasma which may be materially adversehave a Material Adverse Effect; in each case describing in detail reasonably satisfactory to the Lender Agent the nature thereof and the action the Borrower Borrower, Fostxx Xxxxx xxx Fantasma propose to take with respect thereto.