Other Business and Financial Information. The Company shall, and shall cause each of its Subsidiaries to, deliver to the Administrative Agent (which shall promptly make such information available to each Lender): (a) Promptly upon the sending or filing thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Company shall send or make available generally to its shareholders and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Company shall render to or file with the SEC; (b) Promptly upon (and in any event within (1) for clause (i) below, five Business Days after, and (2) for clauses (ii) – (v) below, 10 Business Days after) any Responsible Officer of the Company obtaining knowledge thereof, written notice of any of the following: (i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Company specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company has taken and proposes to take with respect thereto; (ii) the institution or written threat of institution of any action, suit, investigation or proceeding against or affecting any Unum Party, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) the receipt by any Unum Party from any Insurance Regulatory Authority or other Governmental Authority of (A) any Xxxxx Notice, (B) any written notice asserting any failure by any Unum Party to be in compliance with any Requirement of Law or that threatens the taking of any action against any Unum Party or sets forth circumstances that, if taken or adversely determined, would reasonably be expected to have a Material Adverse Effect, or (C) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, imposition of any restraining order, escrow or impoundment of funds in connection with, or the taking of any other materially adverse action in respect of, any license, permit, accreditation or authorization of any Unum Party, where such action would reasonably be expected to have a Material Adverse Effect; (iv) the occurrence of any ERISA Event that would reasonably be expected to have a Material Adverse Effect, together with (x) a written statement of a Responsible Officer of the Company specifying the details of such ERISA Event and the action that the Company or the applicable ERISA Affiliate has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Company or the applicable ERISA Affiliate with respect to such ERISA Event; and (v) any other matter or event that has, or would reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Company setting forth the nature and period of existence thereof and the action that the affected Unum Parties have taken and propose to take with respect thereto; and (c) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Unum Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Unum Group), Credit Agreement (Unum Group)
Other Business and Financial Information. The Company shall, and shall cause each of its Subsidiaries to, Borrower will deliver to the Administrative Agent (which shall promptly make such information available for delivery to each Lender)::
(a) Promptly concurrently with each delivery of the financial statements described in Section 6.01(a) and (b), a Compliance Certificate (including a reconciliation of consolidated net income on a GAAP basis to Consolidated Net Income and Consolidated EBITDA) executed by a Responsible Officer of the Borrower;
(b) [Reserved];
(c) following consummation of a Qualifying IPO, promptly upon the sending sending, filing or filing receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Company Holdings or any of its Subsidiaries shall send or make available generally to its shareholders and shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Company Holdings or any of its Subsidiaries shall render to or file with the SECSecurities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by Holdings or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its Subsidiaries;
(bd) Promptly promptly upon (and in any event within (1) for clause (i) below, five Business Days after, and (2) for clauses (ii) – (v) below, 10 Business Days after) any Responsible Officer of the Company Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Company Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company Borrower has taken and proposes to take with respect thereto;
(ii) the institution or written threat of threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any Unum Partyof its Restricted Subsidiaries, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews)) or any material development in any such action, suit, investigation or proceeding, in each case that would would, if adversely determined, be reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect (but excluding any privileged information);
(iii) the receipt by any Unum Party from any Insurance Regulatory Authority or other Governmental Authority of (A) any Xxxxx Notice, (B) any written notice asserting any failure by any Unum Party to be in compliance with any Requirement of Law or that threatens the taking of any action against any Unum Party or sets forth circumstances that, if taken or adversely determined, would reasonably be expected to have a Material Adverse Effect, or (C) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, imposition of any restraining order, escrow or impoundment of funds in connection with, or the taking of any other materially adverse action in respect of, any license, permit, accreditation or authorization of any Unum Party, where such action would reasonably be expected to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that would reasonably be expected to have result in a Material Adverse Effect, together with (x) a written statement of a Responsible Officer of the Company applicable Credit Party specifying the details of such ERISA Event and the action that the Company or the applicable ERISA Affiliate Borrower has taken and or proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC PBGC, IRS or U.S. Department of Labor and (z) a copy of any notice delivered by the PBGC PBGC, IRS or U.S. Department of Labor to the Company such Credit Party or the applicable such ERISA Affiliate with respect to such ERISA Event;
(iv) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting the Borrower, any of its Restricted Subsidiaries or any of their respective real property, leased, operated or owned; (y) the receipt by the Borrower or any of its Restricted Subsidiaries of notice of any alleged violation of or noncompliance with or liability under any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Restricted Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property, leased, operated or owned by Holdings or any of its Subsidiaries, in each case the extent to which the same would be reasonably expected to have a Material Adverse Effect; and
(v) the occurrence of any other matter or event that has, or would be reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Company Borrower setting forth the nature and period of existence thereof and the action that the affected Unum Parties have Borrower has taken and propose proposes to take with respect theretothereto (but excluding any privileged information); and
(ce) As promptly as reasonably possible, such other information about the business, business or financial condition (financial of the Borrower or otherwise), operations or properties any of any Unum Party its Restricted Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Metaldyne Performance Group Inc.)
Other Business and Financial Information. The Company Borrower shall, and shall cause each of its Subsidiaries to, deliver to the Administrative Agent (which shall promptly make such information available to and each Lender)::
(a) Promptly upon filing, a copy of any annual or periodic report with the sending relevant Insurance Regulatory Authority and in any event within 90 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2007, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s jurisdiction of domicile;
(b) Promptly upon the sending, filing or filing receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Company any Unum Party shall send or make available generally to its shareholders and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Company any Unum Party shall render to or file with the SECSecurities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange;
(bc) Promptly upon (and in any event within (1) for clause (i) below, five Business Days after, and (2) for clauses (ii) – (v) below, 10 Business Days after) any Responsible Officer of the Company Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Company Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company Borrower has taken and proposes to take with respect thereto;
(ii) the institution or written threat of threatened institution of any action, suit, investigation or proceeding against or affecting any Unum Party, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.6 or this Section 5.2(c)(ii);
(iii) the receipt by any Unum Party from any Insurance Regulatory Authority or other Governmental Authority of (A) any Xxxxx Notice, (B) any written notice asserting any failure by any Unum Party to be in compliance with any Requirement of Law or that threatens the taking of any action against any Unum Party or sets forth circumstances that, if taken or adversely determined, would could reasonably be expected to have a Material Adverse Effect, or (C) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, imposition of any restraining order, escrow or impoundment of funds in connection with, or the taking of any other materially adverse action in respect of, any license, permit, accreditation or authorization of any Unum Party, where such action would could reasonably be expected to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that would reasonably be expected to have a Material Adverse EffectEvent, together with (x) a written statement of a Responsible Officer of the Company Borrower specifying the details of such ERISA Event and the action that the Company Borrower or the applicable ERISA Affiliate has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Company Borrower or the applicable ERISA Affiliate with respect to such ERISA Event;
(v) the occurrence of any decrease in the Financial Strength Rating given to any Insurance Subsidiary;
(vi) the occurrence or proposal of any changes in any Requirement of Law governing the investment or dividend practices of the Borrower or any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect; and
(vvii) any other matter or event that has, or would could reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Company Borrower setting forth the nature and period of existence thereof and the action that the affected Unum Parties have taken and propose to take with respect thereto;
(d) Promptly following the delivery or receipt, as the case may be, by the Borrower or any Insurance Subsidiary, copies of (i) each examination and/or audit report submitted to any Insurance Regulatory Authority, and (ii) each material report, order, direction, instruction, approval, authorization, license or other notice received from any Insurance Regularity Authority; and
(ce) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Unum Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Unum Group)
Other Business and Financial Information. The Company Borrower shall, and shall cause each of its Subsidiaries to, deliver to the Administrative Agent (which shall promptly make such information available to and each Lender)::
(a) Promptly upon filing, a copy of any annual or periodic report with the sending relevant Insurance Regulatory Authority and, in the case of any annual report, in any event within 90 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2008, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s jurisdiction of domicile;
(b) Promptly upon the sending, filing or filing receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Company any Unum Party shall send or make available generally to its shareholders and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Company any Unum Party shall render to or file with the SECSecurities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange;
(bc) Promptly upon (and in any event within (1) for clause (i) below, five Business Days after, and (2) for clauses (ii) – (v) below, 10 Business Days after) any Responsible Officer of the Company Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Company Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company Borrower has taken and proposes to take with respect thereto;
(ii) the institution or written threat of threatened institution of any action, suit, investigation or proceeding against or affecting any Unum Party, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.6 or this Section 5.2(c)(ii);
(iii) the receipt by any Unum Party from any Insurance Regulatory Authority or other Governmental Authority of (A) any Xxxxx Notice, (B) any written notice asserting any failure by any Unum Party to be in compliance with any Requirement of Law or that threatens the taking of any action against any Unum Party or sets forth circumstances that, if taken or adversely determined, would could reasonably be expected to have a Material Adverse Effect, or (C) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, imposition of any restraining order, escrow or impoundment of funds in connection with, or the taking of any other materially adverse action in respect of, any license, permit, accreditation or authorization of any Unum Party, where such action would could reasonably be expected to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that would reasonably be expected to have a Material Adverse EffectEvent, together with (x) a written statement of a Responsible Officer of the Company Borrower specifying the details of such ERISA Event and the action that the Company Borrower or the applicable ERISA Affiliate has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Company Borrower or the applicable ERISA Affiliate with respect to such ERISA Event;
(v) the occurrence of any decrease in the Financial Strength Rating given to any Insurance Subsidiary;
(vi) the occurrence or proposal of any changes in any Requirement of Law governing the investment or dividend practices of the Borrower or any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect; and
(vvii) any other matter or event that has, or would could reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Company Borrower setting forth the nature and period of existence thereof and the action that the affected Unum Parties have taken and propose to take with respect thereto;
(d) Promptly following the delivery or receipt, as the case may be, by the Borrower or any Insurance Subsidiary, copies of (i) each examination and/or audit report submitted to any Insurance Regulatory Authority, and (ii) each material report, order, direction, instruction, approval, authorization, license or other notice received from any Insurance Regularity Authority; and
(ce) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Unum Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Unum Group)
Other Business and Financial Information. The Company Borrower shall, and shall cause each of its Subsidiaries to, deliver to the Administrative Agent (which shall promptly make such information available to and each Lender)::
(a) Promptly upon the sending or filing thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Company Borrower shall send or make available generally to its shareholders and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Company Borrower shall render to or file with the SEC;
(b) Promptly upon (and in any event within (1) for clause (i) below, five Business Days after, and (2) for clauses (ii) – (v) below, 10 Business Days after) any Responsible Officer of the Company Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Company Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company Borrower has taken and proposes to take with respect thereto;
(ii) the institution or written threat of threatened institution of any action, suit, investigation or proceeding against or affecting any Unum Party, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;
(iii) the receipt by any Unum Party from any Insurance Regulatory Authority or other Governmental Authority of (A) any Xxxxx Notice, (B) any written notice asserting any failure by any Unum Party to be in compliance with any Requirement of Law or that threatens the taking of any action against any Unum Party or sets forth circumstances that, if taken or adversely determined, would could reasonably be expected to have a Material Adverse Effect, or (C) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, imposition of any restraining order, escrow or impoundment of funds in connection with, or the taking of any other materially adverse action in respect of, any license, permit, accreditation or authorization of any Unum Party, where such action would could reasonably be expected to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that would reasonably be expected to have a Material Adverse EffectEvent, together with (x) a written statement of a Responsible Officer of the Company Borrower specifying the details of such ERISA Event and the action that the Company Borrower or the applicable ERISA Affiliate has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Company Borrower or the applicable ERISA Affiliate with respect to such ERISA Event; and
(v) any other matter or event that has, or would could reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Company Borrower setting forth the nature and period of existence thereof and the action that the affected Unum Parties have taken and propose to take with respect thereto; and
(c) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Unum Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Unum Group)
Other Business and Financial Information. The Company shall, and shall cause each of its Subsidiaries to, will deliver to the Administrative Agent (which shall promptly make such information available to each Lender):Holder:
(a) Concurrently with each delivery of the financial statements described in Sections 5.1(a) (including with respect to financial statements as of the end of and for the fourth fiscal quarter of each fiscal year) and 5.1(b), a Compliance Certificate with respect to the period covered by the financial statements being delivered thereunder, executed by a Financial Officer of Company, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as of the last day of the period covered by such financial statements;
(b) Promptly upon receipt thereof, copies of any “management letter” submitted to any Company Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Company Party in respect thereof;
(c) Promptly upon the sending sending, filing or filing receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the any Company Party shall send or make available generally to its shareholders and shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the any Company Party shall render to or file with the SEC, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Company Party to the public concerning material developments in the business of the Company Parties;
(bd) Promptly upon (and in any event within (1) for clause (i) below, five Business Days after, and (2) for clauses (ii) – (v) below, 10 Business Days after) any Responsible Officer of the any Company Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Company specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company has taken and proposes to take with respect thereto;
(ii) the institution or written threat of threatened institution of any action, suit, investigation or proceeding against or affecting any Unum Company Party, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to this Section;
(iii) the receipt by any Unum Company Party from any Insurance Regulatory Authority or other Governmental Authority of (A) any Xxxxx Notice, (B) any written notice asserting any failure by any Unum Company Party to be in compliance with any Requirement applicable Requirements of Law or that threatens the taking of any action against any Unum Company Party or sets forth circumstances that, if taken or adversely determined, would could reasonably be expected to have a Material Adverse Effect, or (CB) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, or the taking of any other materially adverse action in respect of, any license, permit, accreditation or authorization of any Unum Company Party, where such action would could reasonably be expected to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that would reasonably be expected to have a Material Adverse EffectEvent, together with (x) a written statement of a Responsible Officer of the Company specifying the details of such ERISA Event and the action that the applicable Company or the applicable ERISA Affiliate Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the any Company Party or the applicable an ERISA Affiliate with respect to such ERISA Event;
(v) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract or other material contract or agreement to which any Company Party is a party, in any such case the default under or termination or cancellation of which could reasonably be expected to have a Material Adverse Effect;
(vi) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting any Company Party or any real property leased, operated or owned by any Company Party, or any Company Party’s discovery of a basis for any such Environmental Claim; (y) the receipt by any Company Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Company Party or any other Person in response to the actual or alleged violation of any Environmental Law by any Company Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Company Party; but in each case under clauses (x), (y) and (z) above, only to the extent the same could reasonably be expected to have a Material Adverse Effect;
(vii) if Company has not already provided notice to Holder pursuant to Section 5.8, the occurrence of a Permitted Acquisition together with a reasonably detailed description of the material terms of such Permitted Acquisition (including, without limitation, the Acquisition Amount and method and structure of payment) and of each Target that is the subject of such Permitted Acquisition; and
(vviii) any other matter or event that has, or would could reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Company setting forth the nature and period of existence thereof and the action that the affected Unum Company Parties have taken and propose to take with respect thereto; and;
(ce) Concurrently with each delivery of the financial statements described in Section 5.1(b), commencing with respect to the financial statements for fiscal year ended 2015, calculations reflecting the computation of Consolidated EBITDA for the Immaterial Subsidiaries as of the last day of the period covered by such financial statements;
(f) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Unum Company Party as the Administrative Agent or any Lender Holder may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Company Borrower shall, and shall cause each of its Subsidiaries to, deliver to the Administrative Agent (which shall promptly make such information available to each Lender):
(a) Promptly upon the sending or filing thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Company Borrower shall send or make available generally to its shareholders and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Company Borrower shall render to or file with the SEC;
(b) Promptly upon (and in any event within (1) for clause (i) below, five Business Days after, and (2) for clauses (ii) – (v) below, 10 Business Days after) any Responsible Officer of the Company Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Company Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company Borrower has taken and proposes to take with respect thereto;
(ii) the institution or written threat of institution of any action, suit, investigation or proceeding against or affecting any Unum Party, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;
(iii) the receipt by any Unum Party from any Insurance Regulatory Authority or other Governmental Authority of (A) any Xxxxx Notice, (B) any written notice asserting any failure by any Unum Party to be in compliance with any Requirement of Law or that threatens the taking of any action against any Unum Party or sets forth circumstances that, if taken or adversely determined, would reasonably be expected to have a Material Adverse Effect, or (C) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, imposition of any restraining order, escrow or impoundment of funds in connection with, or the taking of any other materially adverse action in respect of, any license, permit, accreditation or authorization of any Unum Party, where such action would reasonably be expected to have a Material Adverse Effect;; 11863223v8 24740.00050
(iv) the occurrence of any ERISA Event that would reasonably be expected to have a Material Adverse Effect, together with (x) a written statement of a Responsible Officer of the Company Borrower specifying the details of such ERISA Event and the action that the Company Borrower or the applicable ERISA Affiliate has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Company Borrower or the applicable ERISA Affiliate with respect to such ERISA Event; and
(v) any other matter or event that has, or would reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Company Borrower setting forth the nature and period of existence thereof and the action that the affected Unum Parties have taken and propose to take with respect thereto; and
(c) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Unum Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Unum Group)