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

Notification of Events of Default and Adverse Developments. Borrowers promptly will ------------------------------------------------------------- notify Agent upon the occurrence of: (a) any Event of Default; (b) any Default; (c) and in any event, within ten (10) days of Borrowers' knowledge of, any judicial, administrative or arbitration proceeding pending against any Borrower, and any judicial or administrative proceeding known by any Borrower to be threatened against it, in each case, not recorded in the financial statements delivered under Section 6.1, or which, if adversely decided, would have a material adverse effect on the condition (financial or otherwise) or operations of the Borrowers taken as a whole or which may expose such Borrower to uninsured liability of $1,000,000 or more; (d) and in any event, within ten (10) days of Borrowers' knowledge of, any default claimed by any other creditor for Borrowed Money of any Borrower other than Lenders, which default has not been waived and would have a material adverse effect on the condition (financial or otherwise) or operations of the Borrowers, taken as a whole; (e) any consensual or voluntary Lien arising against the Collateral, other than Permitted Liens, in each case describing the nature of the event or development; (f) any non-consensual or involuntary Lien arising against the Collateral, other than Permitted Liens, provided that Borrowers shall be required to notify Agent only when Borrowers know or should know of the threat or existence of such Lien, in each case describing the nature of the event or development; or (g) the closing of any Facility. In the case of notification under clauses (a) and (b), Borrowers shall set forth any proposed action with respect to such event. In the case of notification under clause (f), Borrowers may, with the consent of Agent (which shall not be unreasonably withheld) update Schedule 1.104. --------------

Notification of Events of Default and Adverse Developments. Borrowers The Borrower, Xxxxx UK and Norwich shall promptly will ------------------------------------------------------------- notify the Agent and the Lenders upon obtaining knowledge of the occurrence of: (a) any i)any Event of Default; (b) any ii)any Default; (ciii)any litigation instituted or threatened against the Borrower, Xxxxx UK, Norwich or 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, Xxxxx UK, Norwich or any Subsidiary where the claims against the Borrower, Xxxxx UK, Norwich or any Subsidiary exceed One Million Dollars ($1,000,000) and are not covered by insurance; (iv)the receipt by the Borrower, Xxxxx UK, Norwich or any Subsidiary Guarantor of any notice, claim or demand from any Governmental Authority which alleges that the Borrower, Xxxxx UK, Norwich or any Subsidiary Guarantor is in material violation of any event, within ten (10) days of Borrowers' knowledge the terms of, or has failed to comply with any judicialapplicable material Laws regulating its operation and business, administrative or arbitration proceeding pending against any Borrowerincluding, but not limited to, the Occupational Safety and any judicial or administrative proceeding known by any Borrower to be threatened against itHealth Act and the Environmental Protection Act, in each case, not recorded in the financial statements delivered under Section 6.1, or which, if adversely decided, noncompliance with which would have a material materially adverse effect on the condition (financial or otherwise) or operations of Borrower, Xxxxx UK, Norwich and the Borrowers taken as a whole or which may expose such Borrower to uninsured liability of $1,000,000 or more; (d) and in any event, within ten (10) days of Borrowers' knowledge of, any default claimed by any other creditor for Borrowed Money of any Borrower other than Lenders, which default has not been waived and would have a material adverse effect on the condition (financial or otherwise) or operations of the BorrowersSubsidiary Guarantors, taken as a whole; (e) v)any other development in the business or affairs of the Borrower, Xxxxx UK, Norwich or any consensual of their Subsidiaries which is materially adverse to the Borrower and its Subsidiaries taken as a whole; and (vi)any discovery or voluntary Lien arising against determination by the Collateral, other than Permitted Liens, Borrower or any Subsidiary that any computer applications that is material to any of their respective business and operations will not be Year 2000 Compliant in each case describing in detail satisfactory to the Agent the nature of thereof and the event action the Borrower or development; (f) any non-consensual or involuntary Lien arising against the CollateralSubsidiary, other than Permitted Liens, provided that Borrowers shall be required to notify Agent only when Borrowers know or should know of the threat or existence of such Lien, in each case describing the nature of the event or development; or (g) the closing of any Facility. In as the case of notification under clauses (a) and (b)may be, Borrowers shall set forth any proposed action proposes to take, if any, with respect to such eventthereto. In the case of notification under clause (fL), Borrowers may, with the consent of Agent (which shall not be unreasonably withheld) update Schedule 1.104. --------------

Notification of Events of Default and Adverse Developments. Borrowers promptly will ------------------------------------------------------------- Promptly ---------------------------------------------------------- notify the Administrative Agent upon the discovery by any Responsible Person or officer of the Borrower of the occurrence of: of (ai) any Default or Event of Default hereunder; (ii) any event, development or circumstance whereby the financial statements most recently furnished to the Administrative Agent fail in any material respect to present fairly, in accordance with GAAP, the financial condition and 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 Default (or an event which with the giving of notice or lapse of time or both would be an Event of Default) under any indebtedness of the Borrower or any Restricted Subsidiary for Borrowed Money, such notice to include the names and addresses of the holders of such indebtedness and the amount thereof; (bv) the repeal or revocation of any Franchise, Pole Attachment Agreement, authorization, consent, exemption or 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 extent that the repeal or revocation thereof, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (vi) any Default; (c) and in any event, within ten (10) days of Borrowers' knowledge of, any judicial, administrative or arbitration proceeding pending against any Borrower, and any judicial or administrative proceeding known by any Borrower to be threatened against it, in each case, not recorded other development in the financial statements delivered under Section 6.1, business or which, affairs of the Borrower if adversely decided, would the effect thereof could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Borrowers taken as a whole or which may expose such Borrower to uninsured liability of $1,000,000 or moreMaterial Adverse Effect; (d) and in any event, within ten (10) days of Borrowers' knowledge of, any default claimed by any other creditor for Borrowed Money of any Borrower other than Lenders, which default has not been waived and would have a material adverse effect on the condition (financial or otherwise) or operations of the Borrowers, taken as a whole; (e) any consensual or voluntary Lien arising against the Collateral, other than Permitted Liens, in each case describing the nature thereof and the action the Borrower 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 event or development; (f) any non-consensual or involuntary Lien arising against details thereof. The Borrower shall notify the Collateral, other than Permitted Liens, provided that Borrowers shall be required to notify Administrative Agent only when Borrowers know or should know of and the threat or existence of such Lien, in each case describing the nature of the event or development; or (g) the closing Lenders of any Facility. In the case of notification and all amendments, modifications and waivers under clauses (a) any and (b)all Related Documents promptly following such amendments, Borrowers shall set forth any proposed action with respect to such event. In the case of notification under clause (f), Borrowers may, with the consent of Agent (which shall not be unreasonably withheld) update Schedule 1.104. --------------modifications and waivers.

Notification of Events of Default and Adverse Developments. Borrowers The Borrower shall promptly will ------------------------------------------------------------- notify Agent 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 in 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 One Hundred Thousand Dollars ($100,000) and are not covered by insurance; (d) any event, within ten 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; (10e) days of Borrowers' knowledge of, any judicial, administrative or arbitration arbitral proceeding pending against the Borrower or any Borrower, of its Subsidiaries and any judicial or administrative proceeding known by any the Borrower to be threatened against it, in each case, not recorded in the financial statements delivered under Section 6.1, it or any of its Subsidiaries which, if adversely decided, would have a material adverse effect on the could materially adversely affect its financial condition (financial or otherwise) 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 Borrowers taken as a whole 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 expose such Borrower to uninsured liability of $1,000,000 or morebe materially adverse; (d) and in any event, within ten (10) days of Borrowers' knowledge of, any default claimed by any other creditor for Borrowed Money of any Borrower other than Lenders, which default has not been waived and would have a material adverse effect on the condition (financial or otherwise) or operations of the Borrowers, taken as a whole; (e) any consensual or voluntary Lien arising against the Collateral, other than Permitted Liens, in each case describing in detail satisfactory to the Lender the nature of thereof and the event or development; (f) any non-consensual or involuntary Lien arising against action the Collateral, other than Permitted Liens, provided that Borrowers shall be required Borrower proposes to notify Agent only when Borrowers know or should know of the threat or existence of such Lien, in each case describing the nature of the event or development; or (g) the closing of any Facility. In the case of notification under clauses (a) and (b), Borrowers shall set forth any proposed action take with respect to such eventthereto. In the case of notification under clause (f), Borrowers may, with the consent of Agent (which shall not be unreasonably withheld) update Schedule 1.104. --------------6.1.12

Notification of Events of Default and Adverse Developments. Borrowers The Borrower shall promptly will ------------------------------------------------------------- notify Agent the Lender upon obtaining knowledge of the occurrence of: (a) ( any Event of Default; (b) ( any Default; ( any litigation instituted or threatened against the Borrower or its Subsidiaries and of the entry of any judgment or Lien against any of the assets or properties of the Borrower or any Subsidiary where the claims against the Borrower or Subsidiary exceed Five Hundred Thousand Dollars (c$500,000) and in are not covered by insurance; ( any event, within ten (10) days 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 Borrowers' knowledge ofthe Borrower or its Subsidiaries; ( any termination for convenience on any Government Contract, any default under any Government Contract or any event which if not corrected could have a material adverse effect on the business, assets, operations or condition, financial or otherwise, of the Borrower or any Affiliate; ( any judicial, administrative or arbitration arbitral proceeding pending against the Borrower or any Borrower, of its Subsidiaries and any judicial or administrative proceeding known by any the Borrower to be threatened against it, in each case, not recorded in the financial statements delivered under Section 6.1, it or any of its Subsidiaries which, if adversely decided, would have a material adverse effect on the could materially adversely affect its financial condition (financial or otherwise) or operations (present or prospective); ( the receipt by the Borrower or any Subsidiary 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 Borrowers taken as a whole 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 ( any other development in the business or affairs of the Borrower and any of its Subsidiaries which may expose such Borrower to uninsured liability of $1,000,000 or morebe materially adverse; (d) and in any event, within ten (10) days of Borrowers' knowledge of, any default claimed by any other creditor for Borrowed Money of any Borrower other than Lenders, which default has not been waived and would have a material adverse effect on the condition (financial or otherwise) or operations of the Borrowers, taken as a whole; (e) any consensual or voluntary Lien arising against the Collateral, other than Permitted Liens, in each case describing in detail satisfactory to the Lender the nature of thereof and the event or development; (f) any non-consensual or involuntary Lien arising against action the Collateral, other than Permitted Liens, provided that Borrowers shall be required Borrower proposes to notify Agent only when Borrowers know or should know of the threat or existence of such Lien, in each case describing the nature of the event or development; or (g) the closing of any Facility. In the case of notification under clauses (a) and (b), Borrowers shall set forth any proposed action take with respect to such event. In the case of notification under clause (f), Borrowers may, with the consent of Agent (which shall not be unreasonably withheld) update Schedule 1.104. --------------thereto.