Common use of Notice of Adverse Events Clause in Contracts

Notice of Adverse Events. Promptly notify Secured Party in writing of the occurrence or existence of any of the following: (a) any Event of Default or any event which, with the giving of notice, lapse of time or both, or the occurrence of any other condition, would become an Event of Default; (b) any matter or event which has resulted in, or may reasonably be expected to result in, a Material Adverse Change, (c) any material Claim filed or made against any member of the Debtor Group or relating to its operations, or any adverse determination in or regarding any material Claim; (d) any loss from casualty or theft in excess of Five Hundred Thousand Dollars ($500,000) if not insured, or in excess of One Million Dollars ($1,000,000) even if insured affecting its assets; (e) whether or not otherwise reportable under this Section 6.13, any violation by it of any environmental Law, or any complaint, citation, order or other notice of a violation or a Claim involving any environmental Law, if the cost of cleanup or remediation, liability or penalty relating thereto may exceed Five Hundred Thousand Dollars ($500,000) singly or in the aggregate (the notice to Secured Party to include, along with other relevant information, the name of any complainant or claimant and the nature and, if known, potential amount of the claim); (f) any material Claim relating to ERISA; or (g) if any of the representations and warranties contained in this Agreement or in any Relevant Documents ceases to be materially true, correct and complete. With respect to any such matters, Debtor shall provide to Secured Party promptly after receipt, a copy of any complaint, citation, order or other notice of a material violation or material Claim required to be reported pursuant to this Section.

Appears in 2 contracts

Samples: Loan and Security Agreement (Colony Rih Holdings Inc), Loan and Security Agreement (Resorts International Hotel & Casino Inc)

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Notice of Adverse Events. Promptly notify Secured Party Lender in writing of the occurrence or existence of any of the following: (a) any Event of Default as defined in this Agreement or any event which, with the giving of notice, lapse of time or both, or the occurrence of any other condition, would become such an Event of Default; (b) any matter or event which has resulted in, or may reasonably be expected to result in, a Material Adverse Change, material adverse change in the financial condition or any property or operations of Borrower; (c) any material Claim claim, action, proceeding or investigation filed or made instituted against any member of the Debtor Group or relating to its operationsBorrower, or any adverse determination in or regarding any material Claimpending action, proceeding or investigation affecting it; (d) any loss from casualty or theft in excess of Five Hundred Fifty Thousand Dollars ($500,000) if 50,000), whether or not insured, or in excess affecting property of One Million Dollars ($1,000,000) even if insured affecting its assetsBorrower; (e) whether or not otherwise reportable under this Section 6.135.4, any violation by it of any environmental Law, or any complaint, citation, order or other notice of a violation or a Claim claim involving any environmental Lawof the following, if the cost of cleanup or remediation, liability or penalty relating thereto therefor may exceed Five One Hundred Thousand Dollars ($500,000100,000) singly or in the aggregate aggregate: any applicable federal, state or local statute, rule, regulation, order or other provision of law relating to air emissions, water discharge, noise emissions, solid or liquid disposal, hazardous waste or substances, or other environmental, health or safety matters (the notice to Secured Party Lender to include, along with other relevant information, the name of any the complainant or claimant and the nature and, if known, and potential amount of the claim); (f) any material Claim event or condition described in Section 8.15 of this Agreement relating to ERISA; or (g) if any of the representations and warranties contained in this Agreement Agreement, or in any of the Relevant Documents or any other writing delivered to Lender by Borrower in connection with this Agreement or any of the transactions contemplated thereby, ceases to be materially true, correct and complete. With respect to any such matters, Debtor shall provide to Secured Party promptly after receipt, a copy of any complaint, citation, order or other notice of a material violation or material Claim required to be reported pursuant to this Section.

Appears in 2 contracts

Samples: Loan and Security Agreement (Judge Group Inc), Loan and Security Agreement (Judge Group Inc)

Notice of Adverse Events. Promptly notify Secured Party Lender in writing of the occurrence or existence of any of the following: (a) any Event of Default as defined in this Agreement or any event which, with the giving of notice, lapse of time or both, or the occurrence of any other condition, would become such an Event of Default; (b) any matter or event which has resulted in, or may reasonably be expected to result in, a Material Adverse Change, material adverse change in the financial condition or any property or operations of Borrower; (c) any material Claim claim, action, proceeding or investigation filed or made instituted against any member of the Debtor Group or relating to its operationsBorrower, or any adverse determination in or regarding any material Claimpending action, proceeding or investigation affecting it; (d) any loss from casualty or theft in excess of Five Hundred Thousand Dollars ($500,000) if 250,000.00, whether or not insured, or in excess affecting property of One Million Dollars ($1,000,000) even if insured affecting its assetsBorrower; (e) whether or not otherwise reportable under this Section 6.135.4, any violation by it of any environmental Law, or any complaint, citation, order or other notice of a violation or of a Claim claim involving any environmental Lawof the following, if the cost of cleanup or remediation, liability or penalty relating thereto therefor may exceed Five Hundred Thousand Dollars ($500,000) 100,000 singly or in the aggregate aggregate: any applicable Governmental Rules relating to air emissions, water discharge, noise emissions, solid or liquid disposal, hazardous waste or substances, or other environmental health or safety matters (the notice to Secured Party Lender to include, along with other relevant information, the name of any the complainant or claimant and the nature and, if known, and potential amount of the claim); (f) any material Claim event or condition described in Section 9.15 of this Agreement relating to ERISA; or (g) if any of the representations and warranties contained in this Agreement Agreement, or in any of the Relevant Documents or any other writing delivered to Lender by Borrower in connection with this Agreement or any of the transactions contemplated thereby, ceases to be materially true, correct and complete. With respect to complete in any such matters, Debtor shall provide to Secured Party promptly after receipt, a copy of any complaint, citation, order or other notice of a material violation or material Claim required to be reported pursuant to this Sectionrespect.

Appears in 1 contract

Samples: Loan and Security Agreement (Usa Detergents Inc)

Notice of Adverse Events. Promptly notify Secured Party Lender in writing of the occurrence or existence of any of the following: (a) any Event of Default as defined in this Agreement or any event which, with the giving of notice, lapse of time or both, or the occurrence of any other condition, would become such an Event of Default; (b) any matter or event which has resulted in, or may reasonably be expected to result in, a Material Adverse Change, material adverse change in the financial condition or any property or operations of Borrower; (c) any material Claim claim, action, proceeding or investigation filed or made instituted against any member of the Debtor Group or relating to its operationsBorrower, or any adverse determination in or regarding any material Claimpending action, proceeding or investigation affecting it; (d) any loss from casualty or theft in excess of Five Hundred Thousand Dollars ($500,000) if 250,000.00, whether or not insured, or in excess affecting property of One Million Dollars ($1,000,000) even if insured affecting its assetsBorrower; (e) whether or not otherwise reportable under this Section 6.135.4, any violation by it of any environmental Law, or any complaint, citation, order or other notice of a violation or of a Claim claim involving any environmental Lawof the following, if the cost of cleanup or remediation, liability or penalty relating thereto therefor may exceed Five Hundred Thousand Dollars ($500,000) 100,000 singly or in the aggregate aggregate: any applicable Governmental Rules relating to air emissions, water discharge, noise emissions, solid or liquid disposal, hazardous waste or substances, or other environmental health or safety matters (the notice to Secured Party Lender to include, along with other relevant information, the name of any the complainant or claimant and the nature and, if known, and potential amount of the claim); (f) any material Claim event or condition described in Section 9.13 of this Agreement relating to ERISA; or (g) if any of the representations and warranties contained in this Agreement Agreement, or in any of the Relevant Documents or any other writing delivered to Lender by Borrower in connection with this Agreement or any of the transactions contemplated thereby, ceases to be materially true, correct and complete. With respect to complete in any such matters, Debtor shall provide to Secured Party promptly after receipt, a copy of any complaint, citation, order or other notice of a material violation or material Claim required to be reported pursuant to this Sectionrespect.

Appears in 1 contract

Samples: Loan and Security Agreement (Usa Detergents Inc)

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Notice of Adverse Events. Promptly notify Secured Party Lender, in writing writing, of the occurrence or existence of any of the following: (a) any Event of Default or any event which, with the giving of notice, the lapse of time time, or both, or the occurrence of any other condition, would become an Event of Default; , (b) any matter or event which has resulted in, or may reasonably be expected to result in, a Material Adverse Changematerial adverse change in the condition (financial or otherwise), results of operations, assets or operations of any member of the Inmark Group, (c) any material Claim claim, action, proceeding or investigation filed or made against instituted against, or relating to the operations of, any member of the Debtor Group or relating to its operationsInmark Group, or any adverse determination in or regarding any material Claim; action, proceeding or investigation affecting any member of the Inmark Group, (d) any loss from casualty or theft in excess of Five Hundred Thousand Dollars ($500,000) 50,000 if not insured, or in excess of One Million Dollars ($1,000,000) 150,000 even if insured insured, affecting its assets; the assets of any member of the Inmark Group, (e) whether or not otherwise reportable under this Section 6.13section 4.4, any violation by it any member of the Inmark Group of any environmental Environmental Law, or any complaint, citation, order or other notice of a violation or a Claim claim involving any environmental LawEnvironmental Law (together with a copy of any complaint, citation, order or other notice of a violation or claim relating thereto), if the cost of cleanup or remediation, liability or penalty relating thereto therefor may exceed Five Hundred Thousand Dollars ($500,000) 50,000 singly or in the aggregate (the notice to Secured Party Lender to include, along with other relevant information, the name of any complainant or claimant and the nature and, and (if known, ) potential amount of the claim); , (f) whether or not otherwise reportable under this section 4.4, the occurrence or expected occurrence of any material Claim relating to "reportable event" as defined in Section 4043 of ERISA; , or (g) if any a non-exempt "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the representations and warranties contained in this Agreement or in any Relevant Documents ceases to be materially trueCode, correct and complete. With respect to any such matters, Debtor shall provide to Secured Party promptly after receipt, (together with a copy of any complaint, citation, order or other notice of a material violation or material Claim required claim relating thereto), other than those occurrences that individually or in the aggregate would not result in a liability of or to one or more member of the Inmark Group in excess of $25,000, (g) if any of the representations and warranties made by any member of the Inmark Group contained in any Loan Document or any other Document delivered to Lender by or on behalf of any member of the Inmark Group in connection with any Loan Documents or any of the transactions contemplated thereby, ceases to be reported pursuant true, complete and correct and (h) if any member of Management ceases to this Sectionbe employed full time for any reason by a member of the Inmark Group in substantially the same capacity as he is employed on the Closing Date.

Appears in 1 contract

Samples: Loan Agreement (Inmark Enterprises Inc)

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