Notification of Material Events. The Company, during the period when the Prospectus is (or but for the exemption in Rule 172 would be) required to be delivered under the 1933 Act or the 1934 Act, shall notify the Representatives of the occurrence of any material events respecting its (including those of the Operating Partnership) activities, affairs or condition, financial or otherwise, if, but only if, as a result of any such event it is necessary, in the opinion of counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is (or but for the exemption in Rule 172 would be) delivered to a purchaser, and the Company will forthwith supply such information as shall be necessary in the opinion of counsel to the Company and the Underwriters for the Company to prepare any necessary amendment or supplement to the Prospectus so that, as so amended or supplemented, the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is (or but for the exemption in Rule 172 would be) delivered to a purchaser, not misleading.
Notification of Material Events. The Company will, as expeditiously as possible, immediately notify each holder of Warrant Shares under a registration statement, at any time when a prospectus relating thereto is required to be delivered under the Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, as expeditiously as possible, amend or supplement such prospectus to eliminate the untrue statement or the omission.
Notification of Material Events. The Company will, as expeditiously as possible, immediately notify each holder of Registrable Securities under a Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, as expeditiously as possible, amend or supplement such Prospectus to eliminate the untrue statement or the omission.
Notification of Material Events. The Borrower will furnish to the Bank prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof (or any of their respective Property);
(c) the occurrence of any ERISA Event;
(d) the occurrence of any damage in an amount equal to or greater than $25,000 to any portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral having a value equal to or greater than $25,000 or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding;
(e) any suspension of business, assignment for the benefit of creditors, dissolution, petition in receivership or under any chapter of the United States Bankruptcy Code, as amended from time to time, by or against any Account Debtor, any Account Dxxxxx’s becoming insolvent or unable to pay its debts as they mature or any other act of the same or different nature amounting to a business failure of which any Borrower has knowledge;
(f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and
(g) any dispute, allowance or settlement with any account debtor relating to an amount in excess of $25,000. Each notice delivered under this Section shall be accompanied by a statement of the chief financial officer or other executive officer of the Borrower setting forth in reasonable detail a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Notification of Material Events. Each party shall promptly notify the others in writing of the occurrence of any event which will or could reasonably be expected to result in its failure to satisfy any of the representations, warranties, covenants, or conditions specified in this Agreement.
Notification of Material Events. The Adviser and Sub-Adviser each shall promptly notify the other party (i) if such party or the Fund is subject to an SEC examination or subpoena; (ii) of any ongoing or threatened litigation or any material adverse change in a legal proceeding, settlement thereof or judgment therein; or (iii) of any other material adverse regulatory event affecting such party or the Fund.
Notification of Material Events. Prior to the Closing, Seller will ------------------------------- immediately advise Buyer in writing of (i) any event occurring subsequent to the date hereof which would render any representation or warranty of Seller contained in this Agreement, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect, and (ii) any other event that would cause a material adverse change in the business of Seller.
Notification of Material Events. (a) The Borrower shall notify the Facility Agent of:
(i) any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence;
(ii) any failure to pay, or material non-compliance which qualifies as an event of default under the terms of any External Indebtedness of the Borrower; and
(iii) filing or commencement of any action, suit or proceeding by or before any arbitrator, governmental or quasi-governmental body, agency, authority, court, tribunal, or other entity exercising executive, legislature, judicial, taxing, regulatory or administrative power or functions against or affecting the Borrower or its properties or assets relating to any External Indebtedness and involving actions or claims in excess of USD50,000,000.
(b) Each notice delivered pursuant to paragraph (a) of this Clause 17.3 shall (i) be accompanied by a certificate signed by the Undersecretary of Public Finance of the Ministry of Economy and Finance of Ecuador, on its behalf, setting forth (x) the details of the event or development requiring such notice under this Clause 17.3 and (y) any action taken or proposed to be taken by the Borrower with respect thereto, and (ii) contain a heading or reference line that reads "Notice under Clause 17.3 (Notification of material events) of the Facility Agreement dated as of 25 April 2023 by and among the Ministry of Economy and Finance acting for and on behalf of the Republic of Ecuador, as Borrower, The Bank of New York Mellon, as Facility Agent, and GPS Blue Financing Designated Activity Company, as Original Lender".
(c) The Facility Agent must promptly forward to each Finance Party all information and notifications by the Borrower under paragraph (b) of this Clause 17.3.
Notification of Material Events. AMZB will, as expeditiously as possible, immediately notify Consultant under a registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, as expeditiously as possible, amend or supplement such prospectus to eliminate the untrue statement or the omission.
Notification of Material Events. The Company shall keep each Major Investor informed, on a current basis, of any events, discussions, notices or changes with respect to any tax (other than ordinary course communications which could not reasonably be expected to be material to the Company), criminal or regulatory investigation or action involving the Company or any of its subsidiaries, and shall reasonably cooperate with each Major Investor and their respective affiliates in an effort to avoid or mitigate any cost or regulatory consequences to them that might arise from such investigation or action (including by reviewing written submissions in advance, attending meetings with authorities and coordinating and providing assistance in meeting with regulators).
