Performance and Notice. Borrower shall promptly give Notice to Lender of (i) the commencement of any litigation, arbitration or other proceeding involving a substantial claim against Borrower; (ii) any change in taxes, levies, duties, or other fees imposed by any government agency or authority or any significant change in any Law applicable to any aspect of the transactions contemplated by this Agreement and the Notes; (iii) the occurrence of any Subordinated Debt Event of Default hereunder or Event of Default under the Senior Credit Agreements or any event which, with the giving of notice or the passing of time, or both, would constitute a Subordinated Debt Event of Default hereunder or an Event of Default under the Senior Credit Agreements; (iv) any circumstances which could materially adversely affect the operations, business, property or condition, financial or otherwise, of Borrower or the performance by Borrower of its obligations under this Agreement, the Notes and the Senior Credit Agreements; and (v) any changes in the ownership, control or nature of the business of Borrower.
Performance and Notice. The Borrower shall promptly give notice to the Lender of the occurrence of any Event of Default or any event that, with the giving of notice or the passing of time, or both, would constitute an Event of Default.
Performance and Notice. Southland shall promptly give Notice to the Paying Agent of (i) any substantial dispute between Southland and Seven-Eleven Japan or any of their respective affiliates with respect to the Master Agreement, (ii) any substantial labor dispute of which Southland has knowledge threatening the continued normal business operations of Seven-Eleven Japan, (iii) any notice received from Seven-Eleven Japan or given by Southland to Seven- Eleven Japan under the notice provisions of the Master Agreement, or received from the Existing Yen Facility Lenders or given by Southland to the Existing Yen Facility Lenders, including, without limitation, any notice regarding a default or alleged default thereunder by any of the parties thereto or regarding the occurrence of an event of FORCE MAJEURE, (iv) any proposed amendment to, or other modification of, the Master Agreement or the agreements comprising the Existing Yen Facility, (v) the assertion of any claim or the commencement of any litigation or proceeding (whether by service of process or by attachment or arrest of any property or asset) against Southland or (upon its obtaining knowledge thereof) against Seven-Eleven Japan or any other person challenging the validity of the Master Agreement or the Japanese Trademarks or claiming that the operation of 7-Eleven convenience stores in Japan as contemplated by the Master Agreement constitutes an infringement of the trademark, tradename, copyright or other intellectual property rights of any person, (vi) the assertion of any claim or the commencement of an action under or the giving of any notice of any failure of performance in respect of the Existing Yen Facility; (vii) the occurrence of any Termination Event or event that, with the giving of notice or the passing of time, or both, would constitute a Termination Event, or (viii) the occurrence of any condition or event which would have or is likely to have a material adverse effect on Southland's ability to perform its obligations hereunder, under the Master Agreement or under any of the Security Documents or, to the knowledge of Southland, on Seven- Eleven Japan's ability to perform its obligations under the Assignment of Japanese Trademarks.
Performance and Notice. 23 7.04 Mortgages; Liens..................................................................................... 23 7.05 Maintenance and Continuity of Business............................................................... 24 7.06 Maintenance of Governmental Approvals................................................................ 25 7.07 Taxes................................................................................................ 25 7.08 ERISA................................................................................................ 25 7.09
Performance and Notice. Disney shall give notice to the Company promptly after Disney has knowledge of (i) any substantial dispute between Disney and Oriental Land with respect to the Basic Agreement which could adversely affect the payment of any Tokyo Disneyland Receivables by Oriental Land, (ii) any substantial labor dispute affecting the continued normal business operations of Tokyo Disneyland Park, (iii) any loss or damage to the properties or assets of Tokyo Disneyland Park resulting from any casualty if the initial estimated cost of replacement is in excess of Four Billion Five Hundred Million Yen ((Yen)4,500,000,000) or its then equivalent in any currency, (iv) any notice received from Oriental Land or given by Disney to Oriental Land under the Basic Agreement regarding a default or alleged default thereunder or the bankruptcy, etc. (as therein defined) of either of the parties, regarding the occurrence of an event of force majeure or of any condition of material business or economic hardship as contemplated by Paragraph 21 of the Basic Agreement, regarding the imposition of foreign exchange controls or regarding the withholding or withdrawal by Disney of certain intellectual property rights licensed under the Basic Agreement, (v) any proposed amendment to, or other modification of, the Basic Agreement, (vi) the commencement of any litigation or proceeding (whether by service of process or by attachment or arrest of any property or asset) involving total claims against Disney in excess of Twelve Billion Eight Hundred Million Yen ((Yen)12,800,000,000) or its then equivalent in any currency, or (vii) the occurrence of any Termination Event or event that, with the giving of notice or the passing of time, or both, would constitute a Termination Event.
Performance and Notice the Borrower shall promptly give notice to the Lender of (i) any substantial dispute between the Borrower and any governmental authority with respect to payment of taxes or any other matter; (ii) any substantial labor dispute threatening the continued normal business operation of the Borrower; (iii) any loss or damage to the properties or assets of the Borrower if the initial estimated cost of repair or replacement is in excess of US$500,000 or the equivalent amount of such cost in any other currency; (iv) the commencement of any litigation or proceeding (whether by service of process or by attachment or arrest of any property or asset) involving total claims against the Borrower in excess of US$500,000 or the equivalent amount of such claims in any other currency; (v) the occurrence of any Event of Default or an event that, with the giving of notice or the passing of time, or both, would constitute an Event of Default; and (vi) the occurrence of any event of default or other event that, with the giving of notice or the passing of time, or both, would constitute an event of default under any other agreement to which the Borrower is a party;
Performance and Notice. The Borrower shall promptly give notice to the Administrative Agent of:
6.5.1. the commencement of any litigation, legal or administrative actions, arbitration, investigations or other proceedings (whether by service of process or by attachment or seizure of any property or asset) which would have a material adverse effect on the business, operations, assets or financial condition of the Borrower or the validity or enforceability of, or ability to perform any obligations contained in, this Loan Agreement or any document or instrument required hereunder;
6.5.2. the occurrence of any Default, or of any situation or circumstance which could lead to a Default (including, without limitation, any actual or potential breach of any of the representations, warranties and covenants of the Borrower and the Guarantor set forth in this Loan Agreement and the Guarantee);
6.5.3. the occurrence of any event of default or breach or other event that, with the giving of notice or the passing of time, or both, would constitute an event of default or breach under any other agreement involving Indebtedness in excess of fifty million (50,000,000) Yen in principal amount to which the Borrower is a party or by which they or any of their properties or assets are bound, if the occurrence of such event of default or breach or other event would have a material adverse effect on the Borrower’s ability to fulfill its obligations hereunder or result in a Default;
6.5.4. any realized or unrealized loss or damage to the Borrower or any of its Subsidiaries (including without limitation loan losses, investment losses and losses resulting from dealings in foreign exchange) of over one hundred and fifty million (150,000,000) Yen in value which would have a material adverse effect on the Borrower’s business, operations, assets or financial condition;
6.5.5. any change in the Guarantor’s shareholding in the Borrower or any decrease in the shareholding ratio of shareholders of the Borrower; and
6.5.6. any other circumstances which would materially adversely affect the ability of the Borrower to perform its obligations hereunder or under any document or instrument provided for hereunder.
Performance and Notice. The Borrower will promptly give notice to the Lender of (a) any substantial dispute between Borrower or any of its Subsidiaries with any Governmental Agency with respect to taxes or any other matter; (b) any change in taxes, levies, stamp or other duties, filing or other fees, imposed by withholding or otherwise, applicable to any aspect of the transactions contemplated by this Agreement; (c) the occurrence of any Event of Default; (
Performance and Notice. Section 4.3 Borrower's Place of Business.............................. Section 4.4 Existence, Taxes, Insurance, etc.......................... Section 4.5
Performance and Notice. The Borrower shall promptly give notice to the Lender of (a) any change in taxes, levies, stamp or other duties, registration, filing or other fees, imposed by withholding or otherwise, applicable to any aspect of the transactions contemplated by this Agreement or the Loan Documents, and (b) subject to Sections 4.8 and 5.4 hereof, any amendment to the Governing Documents.
