Common use of Notice of Default and Other Notices Clause in Contracts

Notice of Default and Other Notices. Guarantor shall provide to Lender prompt notice of (a) the occurrence of any Event of Default and what action (if any) the applicable Borrower or Guarantor is taking to correct the same; (b) the entry of any final, non-appealable judgment or decree against it or its assets if the aggregate amount of such judgment or decree exceeds $5,000,000 (after deducting the amount with respect to which Guarantor is insured and with respect to which the insurer has assumed responsibility in writing), (c) any rejection, return, offset, dispute, loss or other circumstance which could be expected to have a Material Adverse Effect on Guarantor or on any Collateral, (d) the cancellation or termination of, or any default under, any Material Agreement to which Guarantor is a party or by which any of its properties are bound, if such cancellation, termination or breach is reasonably likely to result in a Material Adverse Effect; and (e) any loss or threatened loss of material licenses or permits. Guarantor also shall provide to Lender a written report within thirty (30) days after the end of each quarter describing (a) each action, suit, proceeding, governmental investigation or arbitration that affects Guarantor or its assets, which action, suit, proceeding, governmental investigation or arbitration, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances, is likely, in Guarantor’s reasonable judgment, to result in the incurrence by Guarantor of liability in an amount aggregating $5,000,000 or more; (b) any notice from taxing authorities as to claimed deficiencies in an amount aggregating $5,000,000 or more or any tax lien or any notice relating to alleged ERISA violations involving an amount at issue of $5,000,000 or more, (d) any Reportable Event, as defined in ERISA. Such quarterly report will include the status of any unresolved item covered by any previous reports and provide such other information as may be reasonably requested by Lender.

Appears in 2 contracts

Samples: Unconditional Guaranty (Asbury Automotive Group Inc), Unconditional Guaranty (Asbury Automotive Group Inc)

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Notice of Default and Other Notices. Guarantor shall provide to Lender prompt immediate notice of (a) the occurrence of any Event of Default and what action (if any) the applicable Borrower or Guarantor is taking to correct the same; (b) the entry of any final, non-appealable judgment or decree against it or its assets if the aggregate amount of such judgment or decree exceeds $5,000,000 1,000,000 (after deducting the amount with respect to which Guarantor is insured and with respect to which the insurer has assumed responsibility in writing), (c) any rejection, return, offset, dispute, loss or other circumstance which could be expected to have a Material Adverse Effect on Guarantor or on any Collateral, (d) the cancellation or termination of, or any default under, any Material Agreement to which Guarantor is a party or by which any of its properties are bound, if such cancellation, termination or breach is reasonably likely to result in a Material Adverse Effect; and (e) any loss or threatened loss of material licenses or permits. Guarantor also shall provide to Lender a written report within thirty (30) days after the end of each quarter describing (a) each action, suit, proceeding, governmental investigation or arbitration that affects Guarantor or its assets, which action, suit, proceeding, governmental investigation or arbitration, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances, is likely, in Guarantor’s reasonable judgment, to result in the incurrence by Guarantor of liability in an amount aggregating $5,000,000 500,000 or more; (b) any notice from taxing authorities as to claimed deficiencies in an amount aggregating $5,000,000 500,000 or more or any tax lien or any notice relating to alleged ERISA violations involving an amount at issue of $5,000,000 500,000 or more, (d) any Reportable Event, as defined in ERISA. Such quarterly report will include the status of any unresolved item covered by any previous reports and provide such other information as may be reasonably requested by Lender.

Appears in 2 contracts

Samples: Unconditional Guaranty (Asbury Automotive Group Inc), Unconditional Guaranty (Asbury Automotive Group Inc)

Notice of Default and Other Notices. Guarantor Borrower (or Xxxxxx on behalf of Borrower) shall provide to Lender prompt notice of (a) the occurrence of any Event of Default and what action (if any) the applicable Borrower or Guarantor is taking to correct the same; (b) the entry of any final, non-appealable judgment or decree against it or its assets if the aggregate amount of such judgment or decree exceeds $5,000,000 (after deducting the amount with respect to which Guarantor is insured and with respect to which the insurer has assumed responsibility in writing), (c) any rejection, return, offset, dispute, loss or other circumstance which which, in each such case, could be expected to have a Material Adverse Effect on Guarantor Borrower or on any the Collateral, taken as a whole, (dc) the cancellation or termination of, or any default under, any Material Agreement to which Guarantor Borrower is a party or by which any of its properties are bound, if such cancellation, termination or breach is reasonably likely to result in a Material Adverse Effect; and (ed) any loss or threatened loss of material licenses or permits. Guarantor also shall provide ; (e) all notices of default or other material notices from any Tenant to Lender a written report within thirty any Borrower; (30f) days after any dispute, litigation, investigation, proceeding or suspension between the end of each quarter describing Borrower and any governmental authority which dispute, litigation, investigation, proceeding or suspension arising under this clause (af) each action, suit, proceeding, governmental investigation has resulted or arbitration that affects Guarantor or its assets, which action, suit, proceeding, governmental investigation or arbitration, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances, is likely, in Guarantor’s reasonable judgment, could reasonably be expected to result in the incurrence by Guarantor of liability in an amount aggregating $5,000,000 or morea Material Adverse Effect; (bg) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower, including pursuant to any applicable Environmental Laws, where the result of such event arising under this clause (g) has resulted or could reasonably be expected to result in a Material Adverse Effect; (h) receipt of any citations, warnings, orders, notices, consent agreements, process or claims alleging or relating to material violations of any Environmental Laws or to the environmental condition of each Property; (i) any notice from taxing authorities as to claimed deficiencies in an amount aggregating $5,000,000 250,000 or more or any tax lien or any notice relating to alleged ERISA violations involving an amount at issue of $5,000,000 250,000 or more, and (dj) any Reportable Event, as defined in ERISA. Such quarterly report Any such notice will include the status of any unresolved item covered by any previous reports notices and provide such other information as may be reasonably requested by Lender.

Appears in 1 contract

Samples: Master Loan Agreement (Asbury Automotive Group Inc)

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Notice of Default and Other Notices. Guarantor Borrower (or Xxxxxx on behalf of Borrower) shall provide to Lender prompt notice of (a) the occurrence of any Event of Default and what action (if any) the applicable Borrower or Guarantor is taking to correct the same; (b) the entry of any final, non-appealable judgment or decree against it or its assets if the aggregate amount of such judgment or decree exceeds $5,000,000 (after deducting the amount with respect to which Guarantor is insured and with respect to which the insurer has assumed responsibility in writing), (c) any rejection, return, offset, dispute, loss or other circumstance which which, in each such case, could be expected to have a Material Adverse Effect on Guarantor Borrower or on any the Collateral, taken as a whole, (dc) the cancellation or termination of, or any default under, any Material Agreement to which Guarantor Borrower is a party or by which any of its properties are bound, if such cancellation, termination or breach is reasonably likely to result in a Material Adverse Effect; and (ed) any loss or threatened loss of material licenses or permits. Guarantor also shall provide ; (e) all notices of default or other material notices from any Tenant to Lender a written report within thirty any Borrower and, as applicable, all notices of default and other material notices from Prime Landlord; (30f) days after any dispute, litigation, investigation, proceeding or suspension between the end of each quarter describing Borrower and any governmental authority which dispute, litigation, investigation, proceeding or suspension arising under this clause (af) each action, suit, proceeding, governmental investigation has resulted or arbitration that affects Guarantor or its assets, which action, suit, proceeding, governmental investigation or arbitration, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances, is likely, in Guarantor’s reasonable judgment, could reasonably be expected to result in the incurrence by Guarantor of liability in an amount aggregating $5,000,000 or morea Material Adverse Effect; (bg) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower, including pursuant to any applicable Environmental Laws, where the result of such event arising under this clause (g) has resulted or could reasonably be expected to result in a Material Adverse Effect; (h) receipt of any citations, warnings, orders, notices, consent agreements, process or claims alleging or relating to material violations of any Environmental Laws or to the environmental condition of each Property; (i) any notice from taxing authorities as to claimed deficiencies in an amount aggregating $5,000,000 250,000 or more or any tax lien or any notice relating to alleged ERISA violations involving an amount at issue of $5,000,000 250,000 or more, and (dj) any Reportable Event, as defined in ERISA. Such quarterly report Any such notice will include the status of any unresolved item covered by any previous reports notices and provide such other information as may be reasonably requested by Lender.

Appears in 1 contract

Samples: Master Loan Agreement (Asbury Automotive Group Inc)

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