to Agent. Except for such Compliance Certificates, Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event, shall have no responsibility to monitor compliance by American Vanguard with any request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) Agent may make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan parties hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to American Vanguard or its securities) (each, a “Public Lender”). Each Loan Party hereby agrees that so long as American Vanguard is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering-or is actively contemplating issuing any such securities (w) any Borrower Materials that are not to be made available to Public Lenders shall be clearly and conspicuously marked “CONFIDENTIAL” which, at a minimum, shall mean that the word “CONFIDENTIAL” shall appear prominently on the first page thereof; (x) by not marking Borrower Materials “CONFIDENTIAL,” the Loan Parties shall be deemed to have authorized Agent to treat such Borrower Materials as not containing any material non-public information with respect to American Vanguard or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials not marked “CONFIDENTIAL” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Agent shall be entitled to treat any Borrower Materials that are marked “CONFIDENTIAL” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
to Agent. Upon receipt of such notice, Agent shall promptly give notice of the contents thereof to the Lenders and, unless an Event of Default described in Section 6.1(f) or (g) shall have occurred, to Borrower Representative. Each such Notice of Canadian Revolving Loan Refunding shall be deemed to constitute delivery of a notice to Agent requesting each Lender to fund its undivided Participating Interest in the outstanding Canadian Revolving Loan whereupon each Lender other than Agent shall fund its Pro Rata Share of the outstanding Canadian Revolving Loan. Each Lender other than Agent shall immediately transfer to Canadian Agent, in immediately available funds, the amount of its Participating Interest in the same currency as the underlying Canadian Revolving Loan then outstanding as advanced by Canadian Agent.
to Agent. The Company shall deliver or cause to be delivered to the Agent the following: (i) one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 5(f) hereof), evidencing One Million Four Hundred Thousand (1,400,000) shares of Common Stock registered in the name of the Agent; (ii) Warrants, registered in the name of the Agent, pursuant to which the Agent shall have the right to acquire up to One Million Four Hundred Thousand (1,400,000) Warrant Shares, on the terms set forth therein; (iii) a legal opinion of Company Counsel, in the form of Exhibit B, executed by such counsel and delivered to the Agent.
to Agent. In the event Borrowers fails to fully reimburse Agent for amounts disbursed under a Letter of Credit ("Letter of Credit Payment") by 12:00 Noon (Seattle time) on the date reimbursement is demanded, each Lender shall, upon receipt of notice from Agent of such failure, pay to Agent the amount of such Lender's Revolving Loan Pro Rata Share of the face amount of such Letter of Credit Payment, PROVIDED, HOWEVER, if Borrowers pay a portion but less than all of the face amount of any such Letter of Credit Payment, Lenders shall pay Agent only their respective Revolving Loan Pro Rata Shares of the difference between the face amount of the Letter of Credit Payment, as the case may be, and the amount paid by Borrowers on account of such Letter of Credit Payment. Each and every payment to be made by Lenders to Agent under this Section shall be made by federal wire transfer in immediately available funds. If any Lender receives notice from Agent by 1:00 p.m. (Seattle time) on any Business Day of its obligation to make payments under this subsection, then such Lender shall make such payment no later than 2:00 p.m. (Seattle time) on the day such notice is received. If any Lender receives such notice after 1:00 p.m. (Seattle time) on any Business Day, then such Lender shall make such payment by no later than 1:00 p.m. (Seattle time) on the next succeeding Business Day. If any Lender fails to make such payment by the date and time required, its obligation shall bear interest from and including the date when such payment was due until paid at the per annum rate equal to the Federal Funds Rate.
to Agent at the time of delivery of the Financial Statements delivered at the end of (i) each Fiscal Year and (ii) the second Fiscal Quarter of each Fiscal Year, a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior Fiscal Quarter;
to Agent. Upon receipt of such notice, Agent shall promptly give notice of the contents thereof to the Canadian Participants at their respective Facility Offices and, unless an Event of Default described in subsection 9.1.8 shall have occurred, to each Borrower. Each such Notice of Canadian Revolving Credit Loan Refunding shall be deemed to constitute delivery of a notice to Agent requesting each Canadian Participant to fund its undivided Participating Interest in the outstanding Canadian Revolving Credit Loans whereupon each Canadian Participant, through its Facility Office, shall fund a pro rata portion of the outstanding Canadian Revolving Credit Loans and related Obligations in an amount equal to the Canadian Participant's Revolving Loan Percentage of the aggregate principal amount of such Canadian Revolving Credit Loans held by each corresponding Lender to which the Canadian Participant is affiliated; provided that, with respect to the Canadian LC Obligations, the Canadian Participant is not required to fund the Revolving Loan Percentage attributable to the Canadian LC Obligations until such time as the underlying Canadian Letter of Credit or Canadian Letter of Credit supported by a Canadian LC Guaranty has been drawn. Subject to the proviso in the immediately preceding sentence, each Canadian Participant shall immediately (or at the option of Canadian Lender, on a weekly or other basis) transfer (or, if applicable, shall cause its Canadian Affiliate to transfer) to Canadian Lender, in immediately available funds, the amount of its Participating Interest in the same currency as the underlying Revolving Credit Loan that was made by Canadian Lender.
to Agent. Except for such Compliance Certificates, Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
to Agent promptly upon receipt thereof, a copy of the reports and other materials delivered to Borrower by the Reclamation Creditors’ Trust pursuant to Section 4.8 of each of the TLV Guaranty and the Non-TLV Guaranty (collectively, the “RCT Report”), in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
to Agent. (A) promptly and in any event within fifteen (15) days after U.S. Borrower or any of its ERISA Affiliates knows or has reason to know a written notice that any ERISA Event has or will occur with respect to the Guaranteed Pension Plan, with a statement of the chief financial officer of U.S. Borrower describing such ERISA Event and the action, if any, that U.S. Borrower or such ERISA Affiliate has taken or proposes to take with respect thereto;
(B) promptly and in any event within three (3) Business Days after receipt thereof by U.S. Borrower or any of its ERISA Affiliates, copies of each notice from the PBGC stating its intention to terminate the Guaranteed Pension Plan or to have a trustee appointed to administer any such Guaranteed Pension Plan;
(C) promptly and in any event within five (5) Business Days after receipt or dispatch thereof, as applicable, by U.S. Borrower or any of its ERISA Affiliates, all written notices or reports under the PBGC Agreement, and each such notice from U.S. Borrower or its Subsidiaries shall be accompanied by a copy of such notice or report under the PBGC Agreement; and
(D) promptly and in any event within five (5) Business Days, after U.S. Borrower or any of its ERISA Affiliates knows or has reason to know that, a written notice that, since the Closing Date, there has occurred or is likely to occur any material change in the amount of Unfunded Benefit Liabilities calculated on a termination basis.
to Agent. The Lenders shall fund the Term Loan Advance in the manner requested by the Advance Request provided that each of the conditions precedent set forth in Section 4 and applicable to such Term Loan Advance is satisfied as of the requested Advance Date.
