Common use of Notice of Event of Default; ERISA Matters Clause in Contracts

Notice of Event of Default; ERISA Matters. The Borrower shall furnish to the Administrative Agent and the Lenders: (a) Promptly and in any event within 10 Business Days after an Authorized Officer of the Borrower obtains knowledge thereof, of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, that could reasonably be expected to have a Material Adverse Effect. (b) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of the occurrence of (i) except as could not reasonably be expected to result in a Material Adverse Effect, any non-exempt Prohibited Transaction with respect to any Plan, or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any Reportable Event with respect to any Plan, notice in writing to the Lenders specifying the nature thereof and what action the Borrower proposes to take with respect thereto. In addition, when received, the Borrower and any Subsidiary shall provide to the Lenders copies of any notice from the PBGC of its intention to terminate or have a trustee appointed for any Plan except as could not result in a Material Adverse Effect. (c) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting the Borrower and the Subsidiaries or any property of such Person, or to which the Borrower and the Subsidiaries is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) that could reasonably be expected to have a Material Adverse Effect; or (ii) any adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or the Subsidiaries that could reasonably be expected to have a Material Adverse Effect, a notice from the Borrower describing the nature and status thereof and what action the Borrower proposes to take with respect thereto. (d) Promptly and in any event within 30 days after entering into any lease agreement for real property where material books and records will be maintained, copies of such leases.

Notice of Event of Default; ERISA Matters. The Borrower shall furnish will give notice in writing to the Administrative Agent and the Lenders: (a) Promptly , promptly and in any event within 10 Business Days days after an Authorized Officer officer of the Borrower obtains knowledge thereof, of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, that could reasonably be expected to have a Material Adverse Effect. . As promptly as practicable (bbut in any event not later than 30 days) after the occurrence of any material default or material breach by the Borrower under the Acquisition Agreement (▇▇▇▇▇▇▇) or any acquisition agreement or any other material documents delivered in connection with a Permitted Acquisition (as defined in this Agreement or in the Existing Credit Agreement) (collectively, the “Acquisition Documents”), or the date any officer of the Borrower becomes aware or should have become aware of the occurrence of any material default or material breach by any other party to the Acquisition Documents, or the date the Borrower provides or receives notice of, or of any condition or event that has resulted in, or could reasonably be expected to result in, an indemnity claim under the Acquisition Documents, by any party thereto, a certificate signed by the chief financial officer, treasurer or controller of the Borrower specifying in reasonable detail the nature and period of existence thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto. Promptly upon, but in no event later than 30 10 days after, any Authorized Officer officer of the Borrower becoming aware of the occurrence of (i) except as could not reasonably be expected to result in a Material Adverse Effect, any non-exempt Prohibited Transaction with respect to any Plan or any Controlled Group Plan, or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any Reportable Event with respect to any Plan or any Controlled Group Plan, the Borrower will give notice in writing to the Lenders specifying the nature thereof and what action the Borrower proposes to take with respect thereto. In addition, when received, the Borrower and any Subsidiary shall provide to the Lenders copies of any notice from the PBGC of its intention to terminate or have a trustee appointed for any Plan or, except as could not result in a Material Adverse Effect. (c) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting the Borrower and the Subsidiaries or any property of such Person, or to which the Borrower and the Subsidiaries is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) that could reasonably be expected to have a Material Adverse Effect; or (ii) any adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or the Subsidiaries that could reasonably be expected to have a Material Adverse Effect, a notice from the Borrower describing the nature and status thereof and what action the Borrower proposes to take with respect theretoControlled Group Plan. (d) Promptly and in any event within 30 days after entering into any lease agreement for real property where material books and records will be maintained, copies of such leases.

Notice of Event of Default; ERISA Matters. The Borrower shall furnish will give notice in writing to the Administrative Agent and the Lenders: (a) Promptly , promptly and in any event within 10 Business Days days after an Authorized Officer officer of the Borrower obtains knowledge thereof, of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, that could reasonably be expected to have a Material Adverse Effect. . As promptly as practicable (bbut in any event not later than 30 days) after the occurrence of any material default or material breach by the Borrower under any acquisition agreement or any other material documents delivered in connection with a Permitted Acquisition (as defined in this Agreement or in the Existing Credit Agreement) (collectively, the “Acquisition Documents”), or the date any officer of the Borrower becomes aware or should have become aware of the occurrence of any material default or material breach by any other party to the Acquisition Documents, or the date the Borrower provides or receives notice of, or of any condition or event that has resulted in, or could reasonably be expected to result in, an indemnity claim under the Acquisition Documents, by any party thereto, a certificate signed by the chief financial officer, treasurer or controller of the Borrower specifying in reasonable detail the nature and period of existence thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto. Promptly upon, but in no event later than 30 10 days after, any Authorized Officer officer of the Borrower becoming aware of the occurrence of (i) except as could not reasonably be expected to result in a Material Adverse Effect, any non-exempt Prohibited Transaction with respect to any Plan or any Controlled Group Plan, or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any Reportable Event with respect to any Plan or any Controlled Group Plan, the Borrower will give notice in writing to the Lenders specifying the nature thereof and what action the Borrower proposes to take with respect thereto. In addition, when received, the Borrower and any Subsidiary shall provide to the Lenders copies of any notice from the PBGC of its intention to terminate or have a trustee appointed for any Plan or, except as could not result in a Material Adverse Effect. (c) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting the Borrower and the Subsidiaries or any property of such Person, or to which the Borrower and the Subsidiaries is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) that could reasonably be expected to have a Material Adverse Effect; or (ii) any adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or the Subsidiaries that could reasonably be expected to have a Material Adverse Effect, a notice from the Borrower describing the nature and status thereof and what action the Borrower proposes to take with respect theretoControlled Group Plan. (d) Promptly and in any event within 30 days after entering into any lease agreement for real property where material books and records will be maintained, copies of such leases.

Notice of Event of Default; ERISA Matters. The Borrower shall furnish will give notice in writing to the Administrative Agent and the Lenders: (a) Promptly , promptly and in any event within 10 Business Days days after an Authorized Officer officer of the Borrower obtains knowledge thereof, of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, that could reasonably be expected to have a Material Adverse Effect. . As promptly as practicable (bbut in any event not later than 30 days) after the occurrence of any material default or material breach by the Borrower under the ▇▇▇▇▇▇▇▇ Acquisition Documents, or if applicable, the Wando Acquisition Documents, or any officer of the Borrower becomes aware or should have become aware of the occurrence of any material default or material breach by any other party to the ▇▇▇▇▇▇▇▇ Acquisition Documents, or if applicable, the Wando Acquisition Documents, or the Borrower providing notice of, or the receipt by the Borrower of any notice of, or of any condition or event which has resulted in, or could reasonably be expected to result in, an indemnity claim under the ▇▇▇▇▇▇▇▇ Acquisition Documents, or if applicable, the Wando Acquisition Documents, by any party thereto, a certificate signed by the chief financial officer, treasurer or controller of the Borrower specifying in reasonable detail the nature and period of existence thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto. Promptly upon, but in no event later than 30 10 days after, any Authorized Officer officer of the Borrower becoming aware of the occurrence of (i) except as could not reasonably be expected to result in a Material Adverse Effect, any non-exempt Prohibited Transaction with respect to any Plan or any Controlled Group Plan, or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any Reportable Event with respect to any Plan or any Controlled Group Plan, the Borrower will give notice in writing to the Lenders specifying the nature thereof and what action the Borrower proposes to take with respect thereto. In addition, when received, the Borrower and any Subsidiary shall provide to the Lenders copies of any notice from the PBGC of its intention to terminate or have a trustee appointed for any Plan or, except as could not result in a Material Adverse Effect. (c) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting the Borrower and the Subsidiaries or any property of such Person, or to which the Borrower and the Subsidiaries is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) that could reasonably be expected to have a Material Adverse Effect; or (ii) any adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or the Subsidiaries that could reasonably be expected to have a Material Adverse Effect, a notice from the Borrower describing the nature and status thereof and what action the Borrower proposes to take with respect theretoControlled Group Plan. (d) Promptly and in any event within 30 days after entering into any lease agreement for real property where material books and records will be maintained, copies of such leases.

Notice of Event of Default; ERISA Matters. The Borrower shall furnish to the Administrative Agent and the Lenders: (a) Promptly and in any event within 10 Business Days after an Authorized Officer of the Borrower obtains knowledge thereof, of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, that could reasonably be expected to have a Material Adverse Effect. (b) Promptly (but in any event not later than 30 days) after any Authorized Officer of the Borrower becomes aware of any material default or material breach by any party to an Acquisition Document (SPH) or within 10 Business Days after the date that any Authorized Officer of the Borrower receives any notice of, or of any condition or event that has resulted in or could reasonably be expected to result in, a material indemnity claim under the Acquisition Documents (SPH), written notice of such material default, material breach, or condition or event. (c) Promptly (but in any event not later than 30 days) after any Authorized Officer of the Borrower becomes aware of any material default or material breach by any party to any acquisition agreement or any other material documents delivered in connection with a Permitted Acquisition (collectively, the “Acquisition Documents”), or within 10 Business Days after the date that any Authorized Officer of the Borrower receives any notice of, or of any condition or event that has resulted in, or could reasonably be expected to result in, a material indemnity claim under the Acquisition Documents, written notice of such material default, material breach, or condition or event. (d) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of the occurrence of (i) except as could not reasonably be expected to result in a Material Adverse Effect, any non-exempt Prohibited Transaction with respect to any Plan, or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any Reportable Event with respect to any Plan, notice in writing to the Lenders specifying the nature thereof and what action the Borrower proposes to take with respect thereto. In addition, when received, the Borrower and any Subsidiary shall provide to the Lenders copies of any notice from the PBGC of its intention to terminate or have a trustee appointed for any Plan except as could not result in a Material Adverse Effect. (ce) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting the Borrower and the Subsidiaries or any property of such Person, or to which the Borrower and the Subsidiaries is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) that could reasonably be expected to have a Material Adverse Effect; or (ii) any adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or the Subsidiaries that could reasonably be expected to have a Material Adverse Effect, a notice from the Borrower describing the nature and status thereof and what action the Borrower proposes to take with respect thereto. (df) Promptly and in any event within 30 days after entering into any lease agreement for real property where material books and records will be maintained, copies of such leases.

Notice of Event of Default; ERISA Matters. The Borrower shall furnish will give notice in writing to the Administrative Agent and the Lenders: (a) Promptly , promptly and in any event within 10 Business Days days after an Authorized Officer officer of the Borrower obtains knowledge thereof, of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, that could reasonably be expected to have a Material Adverse Effect. . As promptly as practicable (bbut in any event not later than 30 days) after the occurrence of any material default or material breach by the Borrower under the acquisition agreement or any other material documents delivered in connection with an Excluded Permitted Acquisition or Permitted Acquisition (in each case as defined in this Agreement or in the Existing Credit Agreement) (collectively, the “Acquisition Documents”), or the date any officer of the Borrower becomes aware or should have become aware of the occurrence of any material default or material breach by any other party to the Acquisition Documents, or the date the Borrower provides or receives notice of, or of any condition or event that has resulted in, or could reasonably be expected to result in, an indemnity claim under the Acquisition Documents, by any party thereto, a certificate signed by the chief financial officer, treasurer or controller of the Borrower specifying in reasonable detail the nature and period of existence thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto. Promptly upon, but in no event later than 30 10 days after, any Authorized Officer officer of the Borrower becoming aware of the occurrence of (i) except as could not reasonably be expected to result in a Material Adverse Effect, any non-exempt Prohibited Transaction with respect to any Plan or any Controlled Group Plan, or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any Reportable Event with respect to any Plan or any Controlled Group Plan, the Borrower will give notice in writing to the Lenders specifying the nature thereof and what action the Borrower proposes to take with respect thereto. In addition, when received, the Borrower and any Subsidiary shall provide to the Lenders copies of any notice from the PBGC of its intention to terminate or have a trustee appointed for any Plan or, except as could not result in a Material Adverse Effect. (c) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting the Borrower and the Subsidiaries or any property of such Person, or to which the Borrower and the Subsidiaries is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) that could reasonably be expected to have a Material Adverse Effect; or (ii) any adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or the Subsidiaries that could reasonably be expected to have a Material Adverse Effect, a notice from the Borrower describing the nature and status thereof and what action the Borrower proposes to take with respect theretoControlled Group Plan. (d) Promptly and in any event within 30 days after entering into any lease agreement for real property where material books and records will be maintained, copies of such leases.

Notice of Event of Default; ERISA Matters. The Borrower shall furnish to the Administrative Agent and the Lenders: (a) Promptly and in any event within 10 Business Days after an Authorized Officer of the Borrower obtains knowledge thereof, of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, that could reasonably be expected to have a Material Adverse Effect. (b) [Reserved]. (c) Promptly (but in any event not later than 30 days) after any Authorized Officer of the Borrower becomes aware of any material default or material breach by any party to any acquisition agreement or any other material documents delivered in connection with a Permitted Acquisition (collectively, the “Acquisition Documents”), or within 10 Business Days after the date that any Authorized Officer of the Borrower receives any notice of, or of any condition or event that has resulted in, or could reasonably be expected to result in, a material indemnity claim under the Acquisition Documents, written notice of such material default, material breach, or condition or event. (d) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of the occurrence of (i) except as could not reasonably be expected to result in a Material Adverse Effect, any non-exempt Prohibited Transaction with respect to any Plan, or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any Reportable Event with respect to any Plan, notice in writing to the Lenders specifying the nature thereof and what action the Borrower proposes to take with respect thereto. In addition, when received, the Borrower and any Subsidiary shall provide to the Lenders copies of any notice from the PBGC of its intention to terminate or have a trustee appointed for any Plan except as could not result in a Material Adverse Effect. (ce) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting the Borrower and the Subsidiaries or any property of such Person, or to which the Borrower and the Subsidiaries is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) that could reasonably be expected to have a Material Adverse Effect; or (ii) any adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or the Subsidiaries that could reasonably be expected to have a Material Adverse Effect, a notice from the Borrower describing the nature and status thereof and what action the Borrower proposes to take with respect thereto. (df) Promptly and in any event within 30 days after entering into any lease agreement for real property where material books and records will be maintained, copies of such leases.

Notice of Event of Default; ERISA Matters. The Borrower shall furnish will give notice in writing to the Administrative Agent and the Lenders: (a) Promptly , promptly and in any event within 10 Business Days days after an Authorized Officer officer of the Borrower obtains knowledge thereof, of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, that could reasonably be expected to have a Material Adverse Effect. . As promptly as practicable (bbut in any event not later than 30 days) after the occurrence of any material default or material breach by the Borrower under the Prime Acquisition Documents, or if applicable, the applicable acquisition agreement and the other material documents delivered in connection with an Excluded Permitted Acquisition, or any officer of the Borrower becomes aware or should have become aware of the occurrence of any material default or material breach by any other party to the Prime Acquisition Documents, or if applicable, the applicable acquisition agreement and the other material documents delivered in connection with an Excluded Permitted Acquisition, or the Borrower providing notice of, or the receipt by the Borrower of any notice of, or of any condition or event which has resulted in, or could reasonably be expected to result in, an indemnity claim under the Prime Acquisition Documents, or if applicable, the applicable acquisition agreement and the other material documents delivered in connection with an Excluded Permitted Acquisition, by any party thereto, a certificate signed by the chief financial officer, treasurer or controller of the Borrower specifying in reasonable detail the nature and period of existence thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto. Promptly upon, but in no event later than 30 10 days after, any Authorized Officer officer of the Borrower becoming aware of the occurrence of (i) except as could not reasonably be expected to result in a Material Adverse Effect, any non-exempt Prohibited Transaction with respect to any Plan or any Controlled Group Plan, or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any Reportable Event with respect to any Plan or any Controlled Group Plan, the Borrower will give notice in writing to the Lenders specifying the nature thereof and what action the Borrower proposes to take with respect thereto. In addition, when received, the Borrower and any Subsidiary shall provide to the Lenders copies of any notice from the PBGC of its intention to terminate or have a trustee appointed for any Plan or, except as could not result in a Material Adverse Effect. (c) Promptly upon, but in no event later than 30 days after, any Authorized Officer of the Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting the Borrower and the Subsidiaries or any property of such Person, or to which the Borrower and the Subsidiaries is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) that could reasonably be expected to have a Material Adverse Effect; or (ii) any adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or the Subsidiaries that could reasonably be expected to have a Material Adverse Effect, a notice from the Borrower describing the nature and status thereof and what action the Borrower proposes to take with respect theretoControlled Group Plan. (d) Promptly and in any event within 30 days after entering into any lease agreement for real property where material books and records will be maintained, copies of such leases.