Common use of Material Occurrences Clause in Contracts

Material Occurrences. Upon Borrower’s knowledge thereof, promptly notify Agent in writing of (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Revolving Loan Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), the financial condition or operating results of the Loan Parties as of the date of such statements; (d) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (e) each and every default by any Loan Party which could reasonably be expected to result in the acceleration of the maturity of any Indebtedness in excess of $500,000, including the names and addresses of the holders of such Indebtedness, and the amount of such Indebtedness; and (f) any other development in the business or affairs of any Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Loan Party proposes to take with respect thereto.

Material Occurrences. Upon Borrower’s knowledge thereof, promptly notify Agent in writing of (a) any Event of Default or Default, Default specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Revolving Term Loan Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), the financial condition or operating results of the Loan Parties as of the date of such statements; (d) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (e) each and every default by any Loan Party which could reasonably be expected to result in the acceleration of the maturity of any Indebtedness in excess of $500,000, including the names and addresses of the holders of such Indebtedness, and the amount of such Indebtedness; and (f) any other development in the business or affairs of any Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Loan Party proposes to take with respect thereto.

Material Occurrences. Upon Borrower’s knowledge thereof, promptly Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Revolving Loan Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures)applied, the financial condition or operating results of the any Loan Parties Party as of the date of such statements; (dc) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (ed) each and every default by any Loan Party in respect of any Indebtedness which, individually or when aggregated, exceeds the Materiality Threshold which could reasonably be expected to result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such IndebtednessIndebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) the termination (or receipt of notice of pending termination) of any Material Agreement; and (f) any other development in the business or affairs of any Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such that Loan Party proposes Parties propose to take with respect thereto.

Material Occurrences. Upon Borrower’s knowledge thereof, promptly Immediately notify Agent and Lenders in writing of upon the occurrence of: (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default event which with the giving of notice or lapse of time, or both, would constitute an event of default under any of the Revolving Term Loan Documents, the 2024 Convertible Notes and/or the 2026 Convertible Notes; (c) any event, development or circumstance whereby any financial statements or other reports furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures)applied, the financial condition or operating results of the any Loan Parties Party as of the date of such statements; (d) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (e) each and every default by any Loan Party which could reasonably be expected to might result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such IndebtednessIndebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (f) any other development in the business or affairs of any Loan Party Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Loan Party proposes Parties propose to take with respect thereto.

Material Occurrences. Upon Borrower’s knowledge thereof, promptly Promptly notify Agent in writing of upon the occurrence of: (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Revolving Loan Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures)applied, the financial condition or operating results of the any Loan Parties Party as of the date of such statements; (dc) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (ed) each and every default by any Loan Party which could reasonably be expected to might result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such IndebtednessIndebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) any default or event of default under any document or instrument evidencing the Specified 106 Indebtedness; and (f) any other development in the business or affairs of any Loan Party or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Loan Party proposes Parties propose to take with respect thereto.

Material Occurrences. Upon Borrower’s knowledge thereof, promptly Immediately notify Agent and Lenders in writing of upon the occurrence of: (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default event which with the giving of notice or lapse of time, or both, would constitute an event of default under any of the Revolving Term DIP Loan Documents, the 2024 Convertible Notes and/or the 2026 Convertible Notes; (c) any event, development or circumstance whereby any financial statements or other reports furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures)applied, the financial condition or operating results of the any Loan Parties Party as of the date of such statements; (d) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (e) each and every default by any Loan Party which could reasonably be expected to might result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such IndebtednessIndebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (f) any other development in the business or affairs of any Loan Party Party, which could reasonably be expected to have a Material 105 Adverse Effect; in each case describing the nature thereof and the action such Loan Party proposes Parties propose to take with respect thereto.

Material Occurrences. Upon Borrower’s knowledge thereof, promptly Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Revolving Loan DocumentsSenior Unsecured Debt Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Unsecured Debt Documentation; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures)applied, the financial condition or operating results of the any Loan Parties Party as of the date of such statements; (de) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (ef) each and every default by any Loan Party which could reasonably be expected to might result in the acceleration of the maturity of any Indebtedness for Money Borrowed in a principal amount in excess of $500,000100,000, including the names and addresses of the holders of such IndebtednessIndebtedness for Money Borrowed with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such IndebtednessIndebtedness for Money Borrowed; and (fg) any other development in the business or affairs of any Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Loan Party proposes Parties propose to take with respect thereto.

Material Occurrences. Upon Borrower’s knowledge thereof, promptly Promptly notify Agent Lender in writing upon the occurrence of (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Revolving Loan Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures)applied, the financial condition or operating results of the any Loan Parties Party as of the date of such statements; (dc) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (ed) each and every default by any Loan Party in respect of any Indebtedness which, individually or when aggregated, exceeds the Materiality Threshold which could reasonably be expected to result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such IndebtednessIndebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) the termination (or receipt of notice of pending termination) of any Material Agreement; and (f) any other development in the business or affairs of any Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such that Loan Party proposes Parties propose to take with respect thereto.

Material Occurrences. Upon Borrower’s knowledge thereof, promptly Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Revolving Loan Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures)applied, the consolidated financial condition or operating results of the Loan Parties Borrower as of the date of such statements; (dc) any accumulated retirement plan funding deficiency whichthat, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Credit Party to a material tax imposed by Section 4971 of the Code; (ed) each and every default by any Loan Party which could reasonably be expected to Borrower that might result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such IndebtednessIndebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (fe) any other development in the business or affairs of any Loan Credit Party which that could reasonably be expected to have a Material Adverse EffectEffect and including, in any event, any revocation, intended revocation, non-renewal or intended non-renewal of any Contract; in each case describing the nature thereof and the action such Loan Credit Party proposes to take with respect thereto.

Material Occurrences. Upon Borrower’s knowledge thereof, promptly Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Revolving Loan Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures)applied, the financial condition or operating results of the any Loan Parties Party as of the date of such statements; (dc) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (ed) each and every default by any Loan Party which in respect of any Indebtedness which, individually or when aggregated, exceeds the Materiality Threshold and that could reasonably be expected to result in the acceleration of the maturity of any Indebtedness in excess of $500,000Indebtedness, including the names and addresses of the holders of such IndebtednessIndebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) the termination (or receipt of notice of pending termination) of any Material Agreement; and (f) any other development in the business or affairs of any Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such that Loan Party proposes Parties propose to take with respect thereto.