Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof): (a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions; (c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect; (d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance); (e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and (f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 4 contracts
Sources: Senior Secured Debtor in Possession Credit Agreement (Internap Corp), Credit Agreement (Internap Corp), Credit Agreement (Internap Corp)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to Agent, the Lenders) Issuing Bank and each Lender, promptly after any Responsible Officer of the Borrower or any Subsidiary obtains knowledge thereof, written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto;
(b) not later than five (5) Business Days after receipt of official written notice, the filing or commencement of, or (to the extent permitted by law, rule or regulation) any threat or notice of intention of any Person person to file or commence, any investigation, action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) within five (5) Business Days thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(d) not later than five (5) Business Days after receipt of official written notice, any development that has hadresulted in, or could reasonably be expected to result in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of the Borrower or any Subsidiary from any Medical Reimbursement Program in which it participates, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(ce) not later than five (5) Business Days after receipt of official written notice, commencement of any development material audit of the Borrower or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against the Borrower or any Subsidiary, in each case, that has resulted, or could reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether suspension, revocation or not covered by insurance);
(e) the occurrence termination of any ERISA Event material contract of the Borrower or any events Subsidiary with respect to Canadian Pension Plans Medicaid or Foreign Plans Medicare, including any such contract to be a Medicare Advantage Organization, in each case to the extent such suspension, revocation or termination is material to the Borrower and its Subsidiaries taken as a whole; and
(f) receipt by the Borrower or any Subsidiary of (i) any notice of suspension or forfeiture of any material certificate of authority or similar license of any HMO Subsidiary to the extent such suspension or forfeiture is material to the Borrower and its Subsidiaries, taken as a whole and (ii) to the extent permitted by law, rule or regulation, any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a material provider agreement that, alone if not promptly complied with or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredcured, could reasonably be expected to result in liability the suspension or forfeiture of any certification, license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the termination of any insurance or reimbursement program then available to any HMO Subsidiary, in each case to the extent such suspension, termination or forfeiture is material to the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental ClaimSubsidiaries, Release or violation of or potential liability under, or knowledge by any Company that there exists taken as a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000whole.
Appears in 4 contracts
Sources: Credit Agreement (Wellcare Health Plans, Inc.), Credit Agreement (Wellcare Health Plans, Inc.), Credit Agreement (Wellcare Health Plans, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) Agent, with a copy for each Bank, written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in officer of the case Company or any Subsidiary becomes aware of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):same:
(a) knowledge any Event of the occurrence of any Default or the occurrence of any Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or receipt of notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any the Company or any Affiliate thereof that Subsidiary which has had, had or could reasonably be expected to result in, would likely have a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of Effect on the other TransactionsCompany;
(c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has resultedhad, or could reasonably be expected to resultwould likely have, in a Material Adverse EffectEffect on the Company;
(d) the occurrence issuance by any Governmental Authority of a Casualty Event in excess any injunction, order, decision or other restraint prohibiting, or having the effect of $10,000,000 (whether prohibiting, the Loans or not covered by insurance)Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint;
(e) the occurrence of any ERISA Reportable Event or any events with respect to Canadian Pension Plans or Foreign Plans thatany Plan and the action which is proposed to be taken with respect thereto, alone or together with any other ERISA Events or any events with respect a copy of the notice of such Reportable Event to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; andthe PBGC;
(f) any violation as to any environmental matter by the receipt Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or
(g) the issuance by any Company Governmental Authority of any notice of any Environmental Claiminjunction, Release order or violation of or potential liability underdecision, or knowledge the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release any Subsidiary or a violation concerning any material business practice of the Company or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Subsidiary.
Appears in 4 contracts
Sources: Credit Agreement (Best Buy Co Inc), Credit Agreement (Best Buy Co Inc), Credit Agreement (Best Buy Co Inc)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) prompt written notice of the following promptly (and, in upon any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence Loan Party’s knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof, the date of occurrence thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written (including by email or other electronic means) threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Holdings, the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) any development or event that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(ce) any development default or event of default (in each case, after taking into account applicable cure or grace periods) under any Contractual Obligation (other than the Loan Documents) of Holdings, the Borrower or any of their respective Subsidiaries that has resulted, or could would reasonably be expected to result, in have a Material Adverse Effect;
(df) any notices of default received by any Loan Party from, or notices of default furnished to, any holder which is not an Affiliate of Holdings of Material Indebtedness and not otherwise required to be furnished to the occurrence Administrative Agent or the Lenders pursuant to any other clause of a Casualty Event this Section 5.05 (together with copies thereof); and
(g) any damage or destruction to Collateral that is reasonably and in good faith determined by Borrower to be in an amount in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,0001,000,000.
Appears in 4 contracts
Sources: Credit Agreement (Blackline, Inc.), Credit Agreement (Blackline, Inc.), Credit Agreement (Blackline, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Borrower or any Affiliate thereof that has had, or could of its subsidiaries as to which would reasonably be expected to result in, have a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has resultedhad, or could would reasonably be expected to resulthave, in a Material Adverse Effect;
(d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Casualty Event in excess of $10,000,000 (whether or not covered by insurance)Material Adverse Effect;
(e) the occurrence of any ERISA Event material change in accounting policies or financial reporting practices by any Loan Party or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000thereof; and
(f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the receipt by any Company average Advance Ratio for accounts receivable under such Qualified Securitization Financing of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company more than 20% as compared to the average Advance Ratio for the same month in the prior year and that there exists a condition that has resulted, or could such change in the Advance Ratio would be reasonably be expected to result, result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an Environmental Claim, Release or a violation increase of or liability under, more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, changes to pricing resulting from "dynamic pricing" provisions contained in the aggregateQualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, have the Qualified Securitization Financing Documents then in effect) shall not subjected and could not be reasonably be expected constitute an amendment to subject the Companies collectively to liabilities exceeding $10,000,000pricing of such Qualified Securitization Financing.
Appears in 3 contracts
Sources: Credit Agreement (Centric Brands Inc.), Credit Agreement (Centric Brands Inc.), First Lien Credit Agreement (Centric Brands Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) any development that has hadresulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect, Effect or (ii) with respect a failure to satisfy the covenant set forth in Section 6.12 at any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effecttime;
(d) any change in the occurrence of Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a Casualty Event change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in excess of $10,000,000 (whether each case with negative implications, or not covered by insurance)its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the occurrence receipt of any ERISA Event notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any events proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability all applicable laws and regulations and provide a copy of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; andsuch notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Company Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Environmental Claim, Release Reinsurance Agreement that (i) occurs pursuant to a special termination or violation similar clause or is otherwise outside the ordinary course of business or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or (ii) could reasonably be expected to result, in an Environmental Claim, Release or have a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement, Credit Agreement
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) Lender written notice of the following promptly (and, in any event, within ten (10) three Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence or obtaining knowledge thereof):
(a) knowledge the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of Lender following the occurrence of any Event of Default, specifying a complete and accurate list of the nature names and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;addresses of each Subcontractor; and
(bg) any other developments or events that, individually or in the filing or commencement ofaggregate, have resulted in, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could would reasonably be expected to result in, a Material Adverse Effect, . Each notice pursuant to clauses (iia) and (g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000thereto.
Appears in 3 contracts
Sources: Loan Agreement, Loan Agreement (Stockbridge/Sbe Investment Company, LLC), Loan Agreement (Stockbridge/Sbe Investment Company, LLC)
Litigation and Other Notices. Furnish to The Borrowers will give the Administrative Agent (who shall distribute to the Lenders) prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the occurrence Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any Default litigation or similar proceeding seeking any such injunction, order, decision or other restraint;
(b) the occurrence filing or commencement of any Event action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party;
(c) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or which is proposed to be taken with respect thereto;
(bd) notices given or received (with copies thereof) with respect to the filing Senior Notes Indentures; and
(e) any development in the business or commencement of, affairs of any Borrower or any threat of its Subsidiaries which has had or notice which is likely to have, in the reasonable judgment of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result insuch Borrower, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 3 contracts
Sources: Credit Agreement (Phillips Van Heusen Corp /De/), Credit Agreement (Phillips Van Heusen Corp /De/), Credit Agreement (Phillips Van Heusen Corp /De/)
Litigation and Other Notices. Furnish to Give the Administrative Agent (who shall distribute to the Lenders) prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement, the Notes or the other Loan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint;
(b) the filing or commencement of any action, suit or proceeding against any Borrower, any Guarantor or any of their respective subsidiaries, whether at law or in equity or by or before any court or any Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any governmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower, any Guarantor or any of their respective subsidiaries thereof in an aggregate amount of $500,000 or more, not reimbursable by insurance, or (B) materially impair the right of any Borrower, any Guarantor or any of their respective subsidiaries to perform its obligations under this Agreement, any Note or any other Loan Document to which it is a party;
(c) any Default or the occurrence Event of Default or any "Default" or "Event of Default" under the Senior Indenture (as such terms are defined in the Senior Indenture) or the Senior Subordinated Indenture (as such terms are defined in the Senior Subordinated Indenture), specifying the nature and extent thereof and the corrective action (if any) taken or which is proposed to be taken with respect thereto;
(bd) upon the filing issuance, mailing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authoritydelivery thereof, (i) against copies of notice of any Company redemption or other payment of the Senior Notes under the Senior Indenture or the Senior Subordinated Notes under the Senior Subordinated Indenture and copies of any written information, correspondence or communication under the Senior Indenture or the Senior Subordinated Indenture or with respect to the Senior Notes or the Senior Subordinated Notes not otherwise required to be delivered to the Agent or the Lenders hereunder; and (ii) copies of notice of any redemption, exchange or other payment with respect to any preferred stock of the Borrowers; provided, that this clause (d) shall not constitute the consent of the Agent or any Affiliate thereof that Lender to any such redemption, exchange or other payment; and
(e) any development in the business or affairs of any Borrower, any Guarantor or any of their respective subsidiaries which has hadhad or which is likely, or could reasonably be expected in the reasonable judgment of any Responsible Officer of any Borrower, to result inhave, a Material Adverse EffectEffect (including, (ii) with respect to without limitation, any Loan Document actual or (iii) with respect to any of the threatened strike, work stoppage or other Transactions;
(c) any development that has resultedlabor action, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered authorized by insurancelabor unions);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Supermarket Cigarette Sales Inc), Revolving Credit Agreement (Jitney Jungle Stores of America Inc /Mi/)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) and each Lender written notice of the following promptly (and, in any event, within ten (10) five Business Days (or, in the case of Section 5.02(aafter obtaining knowledge thereof), within five (5) Business Days) following the occurrence thereof):;
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) any default or event of default under any Contractual Obligation of the Company if the same could reasonably be expected to have a Material Adverse Effect;
(c) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, in a Material Adverse Effect, or (ii) with respect to any Loan Document Document; and
(d) the following events, as soon as possible and in any event within 30 days after Borrower knows or has reason to know thereof: (iiii) the occurrence or expected occurrence of any reportable event with respect to any Single Employer Plan, any determination that a Single Employer Plan is in "at risk" status (within the meaning of Section 430 of the other Transactions;
(c) any development that has resultedCode or Section 303 of ERISA), or any withdrawal from, or the termination, bankruptcy, reorganization or insolvency of, any Multiemployer Plan or determination that any Multiemployer Plan is in "endangered" or "critical" status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (ii) the institution of proceedings or the taking of any other action by the PBGC, the Borrower, any Commonly Controlled Entity with respect to the withdrawal from, or the termination, of, any Single Employer Plan (other than the termination of any Single Employer Plan pursuant to Section 4041(b) of ERISA); where, in connection with any of the foregoing in (i) or (ii), the amount of liability the Borrower or any Commonly Controlled Entity could reasonably be expected to result, in have would reasonably be expected to cause a Material Adverse Effect;
(d) ; and Each notice pursuant to this Section 4.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) referred to therein and stating what action the occurrence of any ERISA Event or any events Borrower proposes to take with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000thereto.
Appears in 2 contracts
Sources: Credit Agreement (Northstar Realty Finance Corp.), Facility Agreement (Northstar Realty Finance Corp.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) three Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence or obtaining knowledge thereof):
(a) knowledge the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting any Company, or any property of any Company (collectively, “Proceedings”) not previously disclosed in writing by Borrower to the Administrative Agent that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to the Loan Parties to enable the Administrative Agent and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon the Loan Parties or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to any Company pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or Event of Default;
(e) the occurrence, or any Responsible Officer of a Loan Party obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions the affected Loan Party or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f) at the request of the Administrative Agent following the occurrence of any Event of Default, specifying a complete and accurate list of the nature names and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;addresses of each Subcontractor; and
(bg) any other developments or events that, individually or in the filing or commencement ofaggregate, have resulted in, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could would reasonably be expected to result in, a Material Adverse Effect, . Each notice pursuant to clauses (iia) and (g) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Loan Party proposes to take with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000thereto.
Appears in 2 contracts
Sources: Credit Agreement (Stockbridge/Sbe Investment Company, LLC), Credit Agreement (Revel Entertainment Group, LLC)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten three (103) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence any Responsible Officer of Holdings or any of its Subsidiaries becoming aware thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;thereto;
(b) the filing or commencement of, or any threat or notice of intention in writing of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, in a Material Adverse Effect, Effect or (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;Document;
(c) any development that has resultedresulted in, or could reasonably be expected to result, in a Material Adverse Effect;Effect;
(d) the occurrence of a any Casualty Event affecting Collateral having value in excess of $10,000,000 (whether or not covered by insurance);250,000;
(e) the occurrence incurrence of any ERISA Event material Lien (other than Permitted Collateral Liens) on, or claim asserted against, any of the Collateral;
(f) any change in the Board of Directors (or similar governing body) of Holdings or any events of its Subsidiaries;
(g) (i) termination or amendment to any Material Agreement of Holdings or any of its Subsidiaries in a manner that is materially adverse to Holdings or such Subsidiary, as the case may be, or (ii) entry into any new Material Agreement, together with a written statement describing such event, with copies of such material amendments or new contracts, delivered to Collateral Agent, and an explanation of any actions being taken with respect to Canadian Pension Plans thereto; and
(h) any environmental matter which resulted in or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could would reasonably be expected to result in liability have a Material Adverse Effect, together with copies of Borrower all environmental audits and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000reports with respect thereto.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Global Geophysical Services Inc), Second Lien Credit Agreement (Global Geophysical Services Inc)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of Holdings or the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company Holdings, the Borrower or any Affiliate thereof that has hadof the Subsidiaries as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, have a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any other development specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has resultedhad, or could would reasonably be expected to resulthave, in a Material Adverse Effect;
(d) the occurrence of any ERISA Event that, together with all other ERISA Events, would reasonably be expected to have a Casualty Event in excess Material Adverse Effect, such notice to include the details as to such occurrence and any notices received by Holdings, the Borrower, such Subsidiary or ERISA Affiliate from the PBGC or any other government agency, or (to the extent known and available to Holdings, the Borrower, such Subsidiary or such ERISA Affiliate and permitted by applicable confidentiality obligations) a Plan participant with respect thereto; or that a Plan has an Unfunded Pension Liability which, when added to the aggregate amount of $10,000,000 (whether or not covered Unfunded Pension Liabilities with respect to all other Plans, exceeds the aggregate amount of such Unfunded Pension Liabilities that existed on the Closing Date by insurance);an amount that would reasonably be expected to have a Material Adverse Effect; and
(e) the occurrence execution and delivery of any ERISA Event material amendment, restatement, supplement or any events with respect other modification to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company waiver of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Second Lien Note Document.
Appears in 2 contracts
Sources: Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution Inc)
Litigation and Other Notices. Furnish to the Administrative Agent, each other Agent (who shall distribute to the Lenders) and each Lender written notice of the following promptly (and, and in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), event within five (5) Business Days) following the occurrence upon a Responsible Officer of Holdings or any of its Subsidiaries obtaining knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat notice to SSCC, any Borrower or notice any of their Subsidiaries of the intention of any Person to file or commence, any action, suit, litigation suit or proceeding, proceeding (whether at law or in equity or otherwise by or before any Governmental Authority, (iAuthority or any arbitrator) against SSCC, any Company Borrower or any Affiliate thereof that has had(i) that, or if adversely determined, could reasonably be expected to result in, in a Material Adverse Effect, Effect or (ii) with respect to any Loan Document or (iii) with respect to any of the other TransactionsDocument;
(c) any development that has resultedresulted in, or could reasonably be expected anticipated to resultresult in, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredEvents, could reasonably be expected to result in increased liability of Borrower Holdings, any Borrower, any Loan Party, any of their respective Subsidiaries and its Subsidiaries ERISA Affiliates in an aggregate amount exceeding more than $10,000,00030,000,000 greater than the liability as of the Closing Date estimated in good faith with reference to the following:
(i) the Plans’ and Multiemployer Plans’ funded status as of the most recent valuation or other statement of financial condition prior to the Closing Date; or
(ii) withdrawal liability with respect to a Multiemployer Plan as of the most recent estimate of withdrawal liability for such Multiemployer Plan received before the Closing Date;
(e) any material casualty or other insured damage to any material portion of any Collateral (including Mortgaged Property) or the commencement of any action or proceeding for the taking or expropriation of any Collateral (including Mortgaged Property) or any material part thereof or material interest therein under power of eminent domain or by condemnation or similar proceeding; and
(f) the receipt by any Company commencement of any notice of any Environmental Claima Dominion Period, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release Compliance Period or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Weekly Borrowing Base Period.
Appears in 2 contracts
Sources: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to Agent, the Lenders) Issuing Bank and each Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation investigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effectindividually or in the aggregate, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(dc) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(ei) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000; and5,000,000, (ii) the adoption of any new Plan by the Borrower or any ERISA Affiliate, (iii) the adoption of an amendment to a Plan if such amendment results in a material increase in benefits or unfunded liabilities, or (iv) the commencement of contributions by the Borrower or any ERISA Affiliate to a Plan or Multiemployer Plan;
(fd) the receipt by any Company of any notice of any Environmental Claim, Release event or violation of or potential liability under, or knowledge by any Company that there exists a condition occurrence that has resultedresulted in, or could reasonably be expected to resultresult in, in an Environmental Claim, Release individually or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected a Material Adverse Effect; and
(e) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to subject effect such a change or to place the Companies collectively Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to liabilities exceeding $10,000,000cease, rating the Borrower or the Credit Facilities.
Appears in 2 contracts
Sources: Incremental Loan Assumption Agreement (AAC Holdings, Inc.), Credit Agreement (AAC Holdings, Inc.)
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent (who shall distribute to the Lenders) Agents prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, against a Borrower or any Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event or analogous event with respect to a Canadian Pension Plan, Defined Benefit Plan or Canadian Benefit Plan that, alone or together with any other such events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) against concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Parent Borrower or its Subsidiaries therefor, (ii) alleging liability for any Company material action or omission on the part of the Parent Borrower or any Affiliate thereof of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Lien permitted by Section 6.02 upon, against or in connection with the Parent Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Parent Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or
(e) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 2 contracts
Sources: Syndicated Facility Agreement (Civeo Corp), Syndicated Facility Agreement (Civeo Corp)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten five (105) Business Days of the occurrence thereof (or, and in the case of Section 5.02(a)any written threat or notice of intention referred to in clause (b) below, within five (5) Business Days) following Days of the occurrence thereofdate on which any Responsible Officer of a Loan Party becomes aware or should have become aware of such occurrence)):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company Loan Party or any Affiliate thereof Subsidiary that has had, or could reasonably be expected to result in, in a Material Adverse Effect, Effect or (ii) with respect to any Loan Document or (iii) with respect to any of the other TransactionsDocument;
(c) any development that has resultedresulted in, or could reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a Casualty Event (i) to any portion of Collateral in excess of $10,000,000 5,000,000 or (whether or not covered by insurance)ii) to any portion of the assets of the Loan Parties, of any type whatsoever, in excess of $20,000,000;
(ei) all material amendments to any agreements related to Material Indebtedness (together with a copy of each such amendment) and (ii) any default, event of default, termination event, early termination event or force majeure under any of the occurrence of any ERISA Event foregoing agreements (other than the Supply and Offtake Documents) or any events event related thereto which with respect to Canadian Pension Plans the giving of notice, the passage of time, or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, both. could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000such a default; and,
(f) any Lien (other than Permitted Liens) or claim that, to the receipt by Borrower’s knowledge, has been made or asserted against any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Collateral.
Appears in 2 contracts
Sources: Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.), Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) any development that has hadresulted in, or could reasonably be expected to result in, (i) a Material Adverse Effect, Effect or (ii) with respect a failure to satisfy the covenant set forth in Section 6.12 at any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effecttime;
(d) any change in the occurrence of Borrower’s corporate rating by Xxxxx’x or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a Casualty Event change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in excess of $10,000,000 (whether each case with negative implications, or not covered by insurance)its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable;
(e) the occurrence receipt of any ERISA Event notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any events proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability all applicable laws and regulations and provide a copy of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; andsuch notice;
(f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Company Governmental Authority and provide a copy of such notice;
(g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or
(h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Environmental Claim, Release Reinsurance Agreement that (i) occurs pursuant to a special termination or violation similar clause or is otherwise outside the ordinary course of business or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or (ii) could reasonably be expected to result, in an Environmental Claim, Release or have a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (American International Group Inc)
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent (who shall distribute to the Lenders) prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, against the Borrower or any Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other such events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) against concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Borrower or its Subsidiaries therefor, (ii) alleging liability for any Company material action or omission on the part of the Borrower or any Affiliate thereof of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Permitted Lien upon, against or in connection with the Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or
(e) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc)
Litigation and Other Notices. Furnish to Notify the Administrative Agent (who shall distribute to and the Lenders) written notice Lenders in writing, promptly after a Loan Party’s obtaining knowledge thereof, of any of the following promptly (and, in that affects any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):Loan Party:
(a) knowledge of the occurrence threat (in writing) or commencement of any Default proceeding or investigation, whether or not covered by insurance, if the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed same could reasonably be expected to be taken with respect theretohave a Material Adverse Effect;
(b) any pending or threatened labor dispute, strike or walkout, or the filing or commencement expiration of any material labor contract, if the same could reasonably be expected to have a Material Adverse Effect;
(c) any termination of, or any threat event that would permit a third-party counterparty to terminate, a Material Contract or notice any “event of intention default” (or such similar term) under or termination of the Revolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred;
(d) the existence of any Person Default or Event of Default;
(e) any judgment against any Loan Party or any Restricted Subsidiary if the same could reasonably be expected to file have a Material Adverse Effect;
(f) the assertion of any Intellectual Property Claim, if the same could reasonably be expected to have a Material Adverse Effect;
(g) any violation or commenceasserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any actionEnvironmental Laws), suitif the same could reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release or threatened Environmental Release on, litigation at, under, from or proceedingto any Property or Real Estate owned, whether at law leased, operated or occupied by a Loan Party or any of its subsidiaries, if the same could reasonably be expected to result, either individually or in equity or otherwise by or before any Governmental Authoritythe aggregate, in a Material Adverse Effect;
(i) against receipt of any Company Environmental Notice alleging or seeking fines, penalties, damages, or remediation costs, or any Affiliate thereof Loan Party or any of the Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;
(j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(k) the discharge of or any withdrawal or resignation by Holdings’s independent accountants;
(l) the occurrence of any event or circumstance that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(fm) any negative change in the receipt Borrower’s corporate rating by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of whichS&P, in the aggregateBorrower’s corporate family rating by Xxxxx’x or in the ratings of the Loans by S&P or Xxxxx’x, have not subjected and could not be reasonably be expected or any notice from either such agency indicating its intent to subject effect such a change or to place the Companies collectively Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to liabilities exceeding $10,000,000cease, rating the Borrower or the Loans.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower obtains actual knowledge thereof)::
(a1) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b2) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, or any material development in, any action, suit, litigation litigation, investigation, administrative action or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Borrower or any Affiliate thereof that has hadof the Restricted Subsidiaries, or could as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in, have a Material Adverse Effect, or which alleges (ii) with respect and as to any Loan Document which an adverse determination against the Borrower or (iii) with respect to any of the other TransactionsRestricted Subsidiaries is reasonably likely to result in) material violations of Healthcare Laws;
(c3) the occurrence of any development ERISA Event that, together with all other ERISA Events that has resultedhave occurred, or could would reasonably be expected to result, in have a Material Adverse Effect;
(d4) the occurrence of a Casualty Event any material change in excess of $10,000,000 (whether accounting policies or not covered financial reporting practices by insurance);
(e) the occurrence of any ERISA Event or any events Loan Party with respect to Canadian Pension Plans the Borrower’s Accounts and Inventory or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, which otherwise could reasonably be expected to result in liability affect the calculation of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; andthe Borrowing Base or Reserves;
(f5) the Borrower’s receipt by of any: (i) written notice from the FDA or other Governmental Authority that it is limiting, suspending, adversely modifying or revoking any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company Healthcare Permit that there exists a condition that has resulted, or could reasonably be expected to resulthave a Material Adverse Effect; (ii) a written warning letter from the FDA; or (iii) other written notice from the FDA or other Governmental Authority that any product manufactured, in an Environmental Claimmarketed, Release developed, sold or a violation distributed by or on behalf of the Borrower and its Restricted Subsidiaries is subject to, or liability underproceedings have been commenced seeking, the material seizure, withdrawal, recall, suspension or detention by the FDA or other Governmental Authority; and
(6) any seizure, detention, suspension or recall of, or any voluntary withdrawal or recall of, or any response or commitment to the FDA or any Governmental Authority to withdraw or recall, any Environmental Lawproduct manufactured, except for Environmental Claimsmarketed, Releasesdeveloped, violations sold or distributed by or on behalf of the Borrower and liabilities the consequence of which, in the aggregate, have not subjected and its Subsidiaries which could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000have a Material Adverse Effect.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.), Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)
Litigation and Other Notices. Furnish to the Administrative Funding Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten three (103) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence after acquiring knowledge thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or written notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Borrower or other Company that in the reasonable judgment of the Borrowers could reasonably be expected to result in a Material Adverse Effect if adversely determined or (ii) with respect to any Affiliate thereof Loan Document;
(c) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $10,000,000 (whether or not covered by insurance);20 million; 155
(e) the occurrence of any ERISA Event dispute or contest with regard to any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans Lien that have occurred, could reasonably be expected to result in liability forfeiture of Borrower and its Subsidiaries Revolving Credit Priority Collateral having a Dollar Equivalent fair market value in an aggregate amount exceeding excess of $10,000,000; and1 million;
(f) the receipt by any Company incurrence of any notice Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by a Borrower or Borrowing Base Guarantor, or for an accrued amount for which a Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a Requirement of Law and having a Dollar Equivalent value in excess of $1 million; and
(g) (i) the incurrence of any Environmental Claim, Release or violation of or potential liability underLien (other than Permitted Liens) on the Collateral, or knowledge by claim asserted against any Company that there exists a condition that has resulted, of the Collateral or (ii) the occurrence of any other event which could reasonably be expected to resultaffect the value of the Collateral, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and each case which could not be reasonably be expected to subject be material with regard to (x) the Companies collectively to liabilities exceeding $10,000,000Revolving Credit Priority Collateral, taken as a whole, or (y) the Term Loan Priority Collateral, taken as a whole.
Appears in 2 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to Agent, the Lenders) Issuing Bank and each Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto;
(d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with copies of each such letter;
(f) the receipt by the Borrower or any of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the ESOT, which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, together with copies of each such notice and copies of all subsequent correspondence relating thereto;
(g) the occurrence of any amendment to any of the ESOP Plan Documents; and
(h) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect. For purposes of this Section 5.05, (ii) with respect the Borrower and the Subsidiaries shall be deemed to any Loan Document or (iii) with respect to any of know all facts known by the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence administrator of any ERISA Event Plan of which the Borrower or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) Subsidiary is the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000plan sponsor.
Appears in 2 contracts
Sources: Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Parent Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Parent Borrower or any Affiliate thereof that has hadof its Subsidiaries as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law);
(d) any other development specific to the occurrence Parent Borrower or any of its Subsidiaries that is not a Casualty Event in excess matter of $10,000,000 (whether general public knowledge and that has had, or not covered by insurance)would reasonably be expected to have, a Material Adverse Effect;
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans Event that, alone or together with any all other ERISA Events or any events with respect to and Canadian Pension Plans or Foreign Plans Events that have occurred, would reasonably be expected to have a Material Adverse Effect;
(f) [reserved];
(g) any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material that could reasonably be expected to result in liability have a Material Adverse Effect;
(h) receipt by any Loan Party of Borrower notice of the termination or suspension of, or a material default under, any Cannabis Authorizations;
(i) all amendments to or breaches of any Cannabis Authorizations that have had, or would reasonably be expected to have, a Material Adverse Effect;
(j) all materially adverse correspondence and its Subsidiaries in an aggregate amount exceeding $10,000,000notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and
(fk) the receipt by any Company of rejection notice for new or renewal security clearance applications for any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Responsible Person.
Appears in 2 contracts
Sources: Credit Agreement (Canopy Growth Corp), Credit Agreement (Canopy Growth Corp)
Litigation and Other Notices. Furnish to each Agent, the Administrative Agent (who shall distribute to the Lenders) and each Lender written notice of the following promptly (and, in upon a Responsible Officer of the Borrower or any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence Subsidiary obtaining knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat notice to SSCC, the Borrower or notice any Subsidiary of the intention of any Person to file or commence, any action, suit, litigation suit or proceeding, proceeding (whether at law or in equity or otherwise by or before any Governmental Authority, (iAuthority or any arbitrator) against any Company SSCC, the Borrower or any Affiliate thereof that has hadthat, or if adversely determined, could reasonably be expected to result in, in a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resultedresulted in, or could reasonably be expected anticipated to resultresult in, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredEvents, could reasonably be expected to result in increased liability of Borrower and its the Borrower, any of the Subsidiaries or any ERISA Affiliates in an aggregate amount exceeding more than $10,000,00030,000,000 greater than the liability as of the Closing Date estimated in good faith with reference to the following:
(i) the Plans’ and Multiemployer Plans’ funded status as of the most recent valuation or other statement of financial condition prior to the Closing Date; or
(ii) withdrawal liability with respect to a Multiemployer Plan as of the most recent estimate of withdrawal liability for such Multiemployer Plan received before the Closing Date; and
(fe) the receipt by any Company material casualty or other insured damage to any material portion of any notice Mortgaged Property or the commencement of any Environmental Claim, Release action or violation proceeding for the taking or expropriation of any Mortgaged Property or potential liability under, any material part thereof or knowledge material interest therein under power of eminent domain or by any Company that there exists a condition that has resulted, condemnation or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000similar proceeding.
Appears in 2 contracts
Sources: Credit Agreement (SMURFIT-STONE CONTAINER Corp), Credit Agreement (Smurfit Stone Container Corp)
Litigation and Other Notices. Furnish For as long as any Note remains outstanding, the Company shall promptly, to the Administrative Agent (who shall distribute to the Lenders) written extent not prohibited by law, give each Purchaser notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):writing of:
(a) within three Trading Days following the knowledge by the Company thereof, any Action before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) affecting the Company, any Subsidiary, any director and/or officer including but not limited to, any Action involving a claim of the occurrence violation of or liability under federal or state securities laws, a claim of breach of fiduciary duty or any Default investigation by a governmental or the occurrence of any Event of Defaultadministrative agency or regulatory authority (federal, specifying the nature and extent thereof and the corrective action (if any) taken state county, local or proposed to be taken with respect theretoforeign);
(b) within three Trading Days following the filing or commencement of, or any threat or notice of intention of any Person to file or commenceoccurrence thereof, any action, suit, litigation Default or proceeding, whether at law Event of Default or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof event that has had, had or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(c) upon the consummation of any acquisition or investment by the Company or any of its Subsidiaries and as and at the end of each fiscal year, a restatement of Schedule 3.1(ss) hereto with respect to the following items: (i) the call letters and designated market area of each Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Company and its Subsidiaries with respect to such Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC License;
(d) promptly upon their becoming available, copies of (i) all press releases and other statements made available generally by the occurrence Company or any of a Casualty Event its Subsidiaries to the public concerning material developments in excess the business of $10,000,000 the Company or any of its Subsidiaries, (whether ii) any material non-routine correspondence or not covered official notices received by insurance);the Company, or any of its Subsidiaries from the FCC or other communications regulatory authority, and (iii) all material information filed by the Company or any of its Subsidiaries with the FCC; and
(e) the occurrence within three Trading Days following receipt of notice thereof (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any ERISA Event material License held by the Company or any events of its Subsidiaries, or any notice of default or forfeiture with respect to Canadian Pension Plans any such License, (ii) any complaint or Foreign Plans thatother matter filed with or communicated to the FCC or other Governmental Authority of which the Company and any of its Subsidiaries has knowledge which, alone individually or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredin the aggregate, could reasonably be expected to result in liability have a Material Adverse Effect, or (iii) any lapse, termination or relinquishment of Borrower and any material License held by the Company or any of its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt Subsidiaries, or any refusal by any Company Governmental Authority or agency (including the FCC) to renew or extend any such License. Any such information provided to any Purchaser shall comply with the requirements of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Section 4.6 above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Madison Technologies Inc.), Securities Purchase Agreement (Madison Technologies Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) and each Lender written notice of the following promptly (and, in any event, within ten (10) five Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence obtaining knowledge thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Credit Document or (iii) with respect to any of the other Restatement Date Transactions;
(c) any development event, change, effect, development, circumstance, or condition that has resulted, or could would reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could would reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; anda Material Adverse Effect;
(fe) the receipt by any Company of any notice of any Environmental Claim, Release or violation by any Company of or potential liability underEnvironmental Law, or knowledge by any Company that there exists a condition that has resulted, or could would reasonably be expected to result, in an Environmental Claim, Release Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releasesviolations, violations conditions and liabilities the consequence of which, in the aggregate, have not subjected and could which would not be reasonably expected to result in a Material Adverse Effect;
(f) (i) the incurrence of any Lien (other than Permitted Liens) on, or claim assessed against, all or any material portion of the Collateral or (ii) the occurrence of any other event which would reasonably be expected to subject materially and adversely affect all or a material portion of the Companies collectively Collateral;
(g) the occurrence of any Event of Loss in respect of any Collateral Vessel;
(h) any damage or injury caused by or to liabilities exceeding a Collateral Vessel in excess of $10,000,0002,500,000; and
(i) any material default or notices under any Permitted Charter.
Appears in 2 contracts
Sources: Credit Agreement (Diamond S Shipping Inc.), Credit Agreement (Diamond S Shipping Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to Agent, the Lenders) Issuing Bank and each Lender, promptly after any Responsible Officer of Parent or any Subsidiary obtains knowledge thereof, written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company Parent or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent and the Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) any development that has hadresulted in, or could reasonably be expected to result in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of Parent or any Subsidiary from any Medical Reimbursement Program, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(ce) commencement of any development material audit of Parent or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against Parent or any Subsidiary that has resulted, or could reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether suspension, revocation or not covered by insurance);
(e) the occurrence termination of any ERISA Event contract of Parent or any events Subsidiary with respect to Canadian Pension Plans Medicaid or Foreign Plans Medicare, including any such contract to be a Medicare Advantage Organization; and
(f) receipt by Parent or any Subsidiary of (i) any notice of suspension or forfeiture of any certificate of authority or similar license of any HMO Subsidiary and (ii) any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a provider agreement that, alone if not promptly complied with or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredcured, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company suspension or forfeiture of any notice certification, license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the termination of any Environmental Claim, Release insurance or violation of or potential liability under, or knowledge by reimbursement program then available to any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000HMO Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Wellcare Health Plans, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who which shall distribute furnish to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, event in the case of Section 5.02(a)clause (a) below, within five three (53) Business Days) following after any Responsible Officer of the occurrence Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Borrower or any Affiliate thereof that has hadthe Project as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(c) any breach or default under any Material Project Contract or Data Center Lease/License that would reasonably be likely to result in the termination, suspension or revocation of such Material Project Contract or Data Center Lease/License to which the Borrower is a party;
(d) any casualty, damage or loss to the occurrence Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of a Casualty Event the Borrower, of its employees, agents contractors, consultants or representatives, or of any other Person, if such casualty, damage or loss affects the Borrower or the Project in an amount in excess of $10,000,000 (whether or not covered by insurance)75,000,000;
(e) any material amendment of any Material Project Contract;
(f) any (i) noncompliance with any Environmental Law at the Project or any Release of Hazardous Materials at, on or from the Project, in each case that would reasonably be expected to have a Material Adverse Effect, or (ii) pending or, to the Borrower’s knowledge, threatened, Environmental Claim against the Borrower or the Project that would reasonably be expected to have a Material Adverse Effect;
(g) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or and/or Foreign Plans thatPlan Event, alone or that together with any all other ERISA Events or any events with respect to Canadian Pension Plans or and/or Foreign Plans Plan Events that have occurred, could would reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000have a Material Adverse Effect; and
(fh) any other development specific to the receipt by any Company Borrower or the Project that is not a matter of any notice of any Environmental Claim, Release or violation of or potential liability undergeneral public knowledge and that has had, or knowledge by any Company that there exists a condition that has resulted, or could would reasonably be expected to resulthave, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (CoreWeave, Inc.), Credit Agreement (CoreWeave, Inc.)
Litigation and Other Notices. Furnish to TCO and the Administrative Agent (who shall distribute to the Lenders) prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any arbitrator or Governmental Authority, (i) against any Company Schedule 3, Affirmative Covenants Tensar Party or any Affiliate Subsidiary that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000;
(d) any of the following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials, that could reasonably be expected to require remedial action or give rise to Environmental Liability in excess of $500,000, (2) any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law;
(e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and
(f) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 2 contracts
Sources: Working Capital Murabaha Facility Agreement (Tensar Corp), Murabaha Facility Agreement (Tensar Corp)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of Holdings or the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company Holdings, the Borrower or any Affiliate thereof that has hadof the Subsidiaries as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, have a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any other development specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has resultedhad, or could would reasonably be expected to resulthave, in a Material Adverse Effect;
(d) the occurrence of any ERISA Event that, together with all other ERISA Events, would reasonably be expected to have a Casualty Event in excess Material Adverse Effect, such notice to include the details as to such occurrence and any notices received by Holdings, the Borrower, such Subsidiary or ERISA Affiliate from the PBGC or any other government agency, or (to the extent known and available to Holdings, the Borrower, such Subsidiary or such ERISA Affiliate and permitted by applicable confidentiality obligations) a Plan participant with respect thereto; or that a Plan has an Unfunded Pension Liability which, when added to the aggregate amount of $10,000,000 (whether or not covered Unfunded Pension Liabilities with respect to all other Plans, exceeds the aggregate amount of such Unfunded Pension Liabilities that existed on the Closing Date by insurance);an amount that would reasonably be expected to have a Material Adverse Effect; and
(e) the occurrence execution and delivery of any ERISA Event material amendment, restatement, supplement or other modification to or waiver of any Second Lien Note Document or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,0002010 Second Lien Note Document.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Quality Distribution Inc)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following Days of a Responsible Officer having knowledge of the occurrence thereof):
(a) knowledge of (i) the occurrence of any Default or the occurrence of any Event of Default, specifying (ii) any event of default under the nature ABL Credit Agreement or (iii) no later than five (5) Business Days after delivery thereof, copies of any notices delivered pursuant to the Supply and extent thereof and the corrective action (if any) taken or proposed to be taken Offtake Agreement with respect theretoto any “Default”, “Event of Default”, “Termination Event” or “Force Majeure” (as each such term is defined in the Supply and Offtake Agreement);
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company Loan Party or any Affiliate thereof Subsidiary that has had, or could reasonably be expected to result in, in a Material Adverse Effect, Effect or (ii) with respect to any Loan Document or (iii) with respect to any of the other TransactionsDocument;
(c) any development that has resulted, litigation or could reasonably be expected to result, proceeding affecting any Group Member (other than any Excluded Subsidiary) (i) in a Material Adverse Effectwhich the amount involved is $20,000,000 or more and not covered by insurance or (ii) in which injunctive or similar relief is sought;
(d) as soon as possible upon becoming aware of the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the forthcoming occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans thatthat alone, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredEvent, could reasonably be expected to result in liability of Borrower and its Subsidiaries the Loan Parties or any of their ERISA Affiliates in an aggregate amount exceeding $10,000,0001,000,000 or the imposition of a Lien on the assets of any Loan Party, a written notice specifying the nature thereof, what action any of the Loan Parties or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, upon Administrative Agent’s request, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of the Loan Parties or any of their respective ERISA Affiliates with the IRS with respect to each Pension Plan; (2) all notices received by any of the Loan Parties or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and three (3) copies of such other documents or governmental reports or filings relating to any Plan or Pension Plan as Administrative Agent shall reasonably request; and
(fe) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition development that has resulted, had or could would reasonably be expected to result, in an Environmental Claim, Release or have a violation Material Adverse Effect. Each notice pursuant to this Section 5.7 shall be accompanied by a statement of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations a Responsible Officer setting forth details of the occurrence referred to therein and liabilities stating what action the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected relevant Group Member proposes to subject the Companies collectively to liabilities exceeding $10,000,000take with respect thereto.
Appears in 2 contracts
Sources: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of any of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Loan Parties obtains actual knowledge thereof):
: (a) knowledge of the occurrence of any Default or the occurrence of (i) any Event of Default or Default or (ii) any “Event of Default” (or similar event or circumstance) under any Project Level Financing Document, in each case specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
; (b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company Loan Party or any Affiliate thereof of their respective Subsidiaries which would reasonably be expected to have a Material Adverse Effect; (c) the occurrence of an event requiring a mandatory prepayment of the Loans hereunder (other than with Excess Cash Flow); (d) any event specific to any of the Loan Parties, their respective Subsidiaries or the Projects that has had, or could would reasonably be expected to result inhave, a Material Adverse Effect; (e) if at any time any of the events listed in clauses (i) through (xi) of Section 7.01(k) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall state that it is an “ERISA Notice” for purposes of the Loan Documents; (iif) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that such Loan Party proposes to take with respect thereto: (i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Loan Document Party of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or (iii) with respect any event (including an ERISA Event), transaction or condition that could result in the incurrence of any liability by any Loan Party pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other Transactions;
(c) any development that has resultedsuch liabilities or Liens then existing, or could would reasonably be expected to result, in have a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of any of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Loan Parties obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of (i) any Event of Default or Default, (ii) any “Event of Default” or “Default” (or similar event or circumstance) under any Project Level Financing Document and (iii) any material breach or default under a Major Revenue Contract which breach or default permits or would permit (with the passage of time and/or giving of notice or otherwise) the termination of such Major Revenue Contract by any party thereto, in each case specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company Loan Party or any Affiliate thereof that has had, or could of their respective Subsidiaries which would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(dc) the occurrence of an event requiring a Casualty Event in excess mandatory prepayment of $10,000,000 the Loans hereunder (whether other than with Excess Cash Flow);
(d) any event specific to any of the Loan Parties, their respective Subsidiaries or not covered by insurance)the Projects that has had, or would reasonably be expected to have, a Material Adverse Effect;
(e) if at any time any of the occurrence events listed in clauses (i) through (xi) of any ERISA Event or any events with respect Section 7.1(k) is reasonably likely to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could occur and would reasonably be expected to result in liability have a Material Adverse Effect, a written notice thereof, which notice shall state that it is an “ERISA Notice” for purposes of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; andthe Loan Documents;
(f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that such Loan Party proposes to take with respect thereto:
(i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Company Entity of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or
(iii) any event (including an ERISA Event), transaction or condition that could result in the incurrence of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resultedEntity pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or could in the imposition of any Lien on any of the rights, properties or assets of any Company Entity pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to result, in have a Material Adverse Effect; and
(g) the occurrence of (A) an Environmental Claim, Release or a violation “Event of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, Default” (as defined in the aggregateCredit Support Reimbursement Agreement), have not subjected and could not be reasonably be expected (B) the issuance of “Additional Credit Support” or extension of any existing “Credit Support” (each as defined in the Credit Support Reimbursement Agreement) pursuant to subject section 2.1 of the Companies collectively to liabilities exceeding $10,000,000Credit Support Reimbursement Agreement or (C) any other material event or notification under the Credit Support Reimbursement Agreement.
Appears in 1 contract
Litigation and Other Notices. Furnish to Give the Administrative Agent (who shall distribute to the Lenders) written notice promptly after a Responsible Officer of the following promptly (andBorrower becoming aware thereof, but in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), event within five (5) Business Days) following , of the occurrence thereof):following:
(a) knowledge the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint against the Borrower or a Guarantor prohibiting, or having the effect of prohibiting, the making of the occurrence Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement, any of the Notes, any other Credit Document or the first priority Lien of the Collateral Trustee on the Collateral or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint;
(b) the filing or commencement of any action, suit or proceeding against the Borrower or any of its Subsidiaries, whether at law or in equity or by or before any court or any federal, state, municipal or other governmental agency or authority which, if adversely determined, could reasonably be expected to: (i) result in liability of the Borrower or any of its Subsidiaries in an amount of one million five hundred thousand dollars ($1,500,000) or more; (ii) cause a material adverse change in the business, assets, operations, prospects or condition, financial or otherwise of the Borrower and its Subsidiaries taken as a whole or (iii) materially impair the right of any Person to perform its obligations under this Agreement, any Note or any other Credit Document, if there were an adverse determination against the Borrower or any Subsidiary;
(c) any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or which is proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(cd) any development that has resulted, in the business or could affairs of the Borrower or any of its Subsidiaries which management reasonably be expected expects to result, result in a Material Adverse Effect;
(d) material adverse change in the occurrence business, assets, operations, prospects or condition, financial or otherwise of the Borrower and its Subsidiaries taken as a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);whole; and
(e) the occurrence any Asset Sale involving assets with a book value in excess of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding two million five hundred thousand dollars ($10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,0002,500,000).
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Each Credit Party will give Agent (who shall distribute to the Lenders) written prompt notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the issuance by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the occurrence Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the filing or commencement of any Default litigation or the occurrence of similar proceeding seeking any Event of Defaultsuch injunction, specifying the nature and extent thereof and the corrective action (if any) taken order, decision or proposed to be taken with respect theretoother restraint;
(b) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suitsuit or proceeding against or affecting any Credit Party, litigation the REIT or proceedingany wholly owned Affiliates of a Credit Party or the REIT, whether at law or in equity or otherwise by or before any arbitrator or Governmental Authority, (i) against which is material and is brought by or on behalf of any Company Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) which, if adversely determined, could (A) reasonably be expected to result in liability of such Credit Party or the REIT, in an aggregate amount of $2,000,000 or more, not reimbursable by insurance or otherwise have a Material Adverse Effect, or (B) impairs the right of any Credit Party to perform its obligations under this Agreement, any Note or any Affiliate thereof other Financing Document to which it is a party;
(c) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Credit Parties in an aggregate amount exceeding $100,000;
(d) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the occurrence of any Default or Event of Default;
(e) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, any development in the business or affairs of such Credit Party which has had, had or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(cf) any development that has resultedwithin three (3) Business Days after the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, any acceleration of any Indebtedness of any Credit Party;
(g) within five (5) Business Days after the occurrence thereof, any name change or change in fiscal year for any Credit Party;
(h) within five (5) Business Days after the occurrence thereof, a copy of any amendment to the any organizational document of any Credit Party, and promptly following Agent’s request, an organizational chart of the owners of direct or indirect beneficial and equitable interests in Borrowers substantially in the form attached to the Borrowers’ Certificate, certified by Borrowers as being true and correct, showing all direct and indirect owners of the equity interests of Borrowers in the same manner and up to the same levels as shown in such organizational chart;
(i) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, any breach, default or failure of performance by any party under, or any notice that a party has challenged or denied the validity or enforceability of the Permitted Encumbrances, any Material Operating Agreement, any REA, Management Agreement or any other material agreement, contract or other instrument to which any Credit Party is a party or by which any of their properties are bound, in each case, which could reasonably be expected to result, in have a Material Adverse Effect;
(dj) within three (3) Business Days after receipt of notice of the occurrence of a Casualty Event in excess of $10,000,000 (whether same from any Person, any material adverse claim against or not covered affecting any Credit Party, any Borrowing Base Property or any other Collateral, Borrowers’ rights under any Permitted Encumbrance or any license, permit or approval obtained by insurance)Borrowers or the Liens securing the Obligations;
(ek) promptly following the occurrence Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, notification of any ERISA Event or material changes in any events Material Operating Agreement, and with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or contracts which may be necessary for the operation of any events of the Borrowing Base Properties, including elevator maintenance agreements, agreements with respect to Canadian Pension Plans electricity, gas, water, and telephone service (both local and long distance), heating, ventilating and air conditioning, and other major mechanical maintenance agreements, the respective Borrower will notify Agent if any such contracts are not renewed or Foreign Plans that have occurredreplaced with similar agreements upon their expiration or termination, could reasonably be expected to result in liability and shall include with such notification a detailed explanation of Borrower reasons for such termination, non-renewal and its Subsidiaries in an aggregate amount exceeding $10,000,000non-replacement; and
(fl) promptly upon Agent’s request, such other information concerning the receipt by any Company of any notice of any Environmental Claimbusiness, Release or violation of or potential liability underproperties, or knowledge financial condition of Credit Parties or the REIT, including the performance of the Credit Parties’ obligations under the Financing Documents, as Agent shall reasonably request. Each notice delivered under this Section 5.11 shall be accompanied by a statement of an Authorized Officer or other executive officer of Borrowers setting forth the details of the event or development requiring such notice and any Company that there exists a condition that has resulted, action taken or could reasonably proposed to be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000taken with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Hines Real Estate Investment Trust Inc)
Litigation and Other Notices. Furnish to the Administrative Agent Promptly, upon receiving written notice, or obtaining knowledge thereof (who shall distribute to the Lenders) written notice of the following promptly (and, and in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within no later than five (5) Business Days) following the occurrence Days after receiving written notice, or obtaining knowledge thereof):), give written notice to Lender of:
(a) any litigation, action or proceeding pending or, to the knowledge of the occurrence of Borrower, threatened, against any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, Loan Party (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effectinvolving claims in excess of $100,000 against, (ii) with respect to seeking any Loan Document material injunctive, declaratory or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans equitable relief that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredif adversely determined, could reasonably be expected to result in liability a Material Adverse Effect, or (iii) instituted for the purpose of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; andrevoking, terminating, suspending, withdrawing, modifying or withholding any Applicable Permit or Material Project Document;
(fb) any dispute or disputes which may exist between it and any Governmental Authority and which involve (i) claims against it or a Project, (ii) injunctive or declaratory relief, or (iii) revocation, modification, suspension or the receipt by any Company like of any Applicable Permit or imposition of additional material conditions with respect thereto;
(c) any Default or Event of Default, and together with such notice or as soon thereafter as possible, a description of the action or actions that Borrower has taken or proposes to take with respect to such Default or Event of Default;
(d) any Environmental Claimcasualty, Release damage or violation of loss, whether or potential liability undernot insured, through fire, theft, other hazard or knowledge by casualty, if such casualty, damage or loss affects it or any Company that there exists a condition that Project;
(e) any matter which has resulted, or could reasonably be expected to resulthave a Material Adverse Effect;
(f) initiation of any condemnation or eminent domain proceedings involving a Project, a Project site or any material portion thereof;
(i) any notice of default or termination given or received under any Material Project Document; (ii) any occurrence at, on or arising from an Approved Project that has resulted in an Environmental Claim, Release or could reasonably be expected to result in material noncompliance with or a violation of or material liability under, under any Environmental Law, except for (iii) Release of Contaminants on or from an Approved Project that has resulted in or could reasonably be expected to result in personal injury or material property damage or have a Material Adverse Effect, or (iv) pending or threatened material Environmental ClaimsClaim against any Loan Party or arising in connection with occupying or conducting operations on or at an Approved Project;
(h) any termination, Releasesrevocation, violations suspension or material modification of any Applicable Permit, or any action or proceeding related to any notice of violation issued by a Governmental Authority to any Loan Party;
(i) any claim of force majeure under any Material Project Document and, to the extent reasonably requested by Lender and liabilities reasonably available to Borrower, copies of related invoices, statements, supporting documentation, schedules, data or affidavits delivered under the consequence relevant Material Project Document;
(j) its intention to undertake any action or any action by Borrower or any Loan Party that would constitute a Reportable Event;
(k) a copy of whichany amendment, modification, supplement or a waiver with respect to any Material Project Document to Lender promptly upon Borrower receiving a copy thereof, but in no event later than thirty (30) days after it has received a fully executed copy thereof;
(i) any cancellation or material change in the terms, coverages or amounts of any insurance described in Section 5.4; and
(l) any materialmen’s, mechanics’, workers’, repairmen’s, employees’ or other like Lien or application therefor in an amount in excess of $50,000 individually or $100,000 in the aggregate, have not subjected in each case having been recorded against (i) a Borrower, or (ii) an Approved Project relating to work performed by or at the direction of Borrower, in each case together with a notice of such recordation describing the reasons for such Lien in reasonable detail and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.attaching
Appears in 1 contract
Litigation and Other Notices. (a) Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (oror copies of, in the case of Section 5.02(a)any documents referenced below) the following promptly, and in any event within five (5) Business Days) following , after any Responsible Officer of the occurrence thereof):Borrower obtains actual knowledge thereof or receipt of such document or notice, as applicable:
(ai) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(bii) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against Parent, any Company Loan Party or any Affiliate thereof of their Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect or result in liabilities to the Loan Parties and their Subsidiaries in excess of $2,500,000;
(iii) any other development specific to Parent or any Loan Party that is not a matter of general public knowledge and that has had, or could would reasonably be expected to result inhave, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(div) the occurrence development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Casualty Event Material Adverse Effect;
(v) any material change in accounting policies or financial reporting practices by any Loan Party;
(vi) any change in any Loan Party’s chief executive officer, chief financial officer, or controller;
(vii) copies of all amendments, consent letters, waivers or modifications under or with respect to any Revolving Credit Documents; and
(viii) notice of any claim or action by any Person pending, or to the knowledge of any Loan Party, threatened, against any Loan Party or any of its Subsidiaries with respect to any Intellectual Property that seeks damages in excess of $10,000,000 (whether or 2,500,000 not otherwise covered by insurance).
(b) Furnish to the Agent and the Term Loan Agent written notice of the following within seven (7) days after any of the chief financial officer, vice president of finance, controller, treasurer, or assistant treasurer obtains actual knowledge thereof:
(i) any default or event of default with respect to Material Indebtedness of any Loan Party;
(eii) the occurrence filing of any ERISA Event lien for unpaid Taxes against Parent or any events with respect Loan Party in excess of $500,000;
(iii) any casualty or other insured damage to Canadian Pension Plans any material portion of the collateral or Foreign Plans that, alone the commencement of any action or together with proceeding for the taking of any other ERISA Events interest in a material portion of the Collateral under power of imminent domain or by condemnation or similar proceeding;
(iv) if any events with respect to Canadian Pension Plans material portion of Collateral is damaged or Foreign Plans that have occurred, could reasonably be expected to result destroyed;
(v) the filing or asserting of any Lien by customs or revenue authority against any Loan Party in liability excess of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000500,000; and
(fvi) the receipt failure by any Company of Loan Party to pay rent under any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Real Estate Lease.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) MLC written notice of the following promptly (and, in any event, within ten five (105) Business Days of the occurrence thereof (or, and in the case of Section 5.02(a)any written threat or notice of intention referred to in clause (b) below, within five (5) Business Days) following Days of the occurrence thereofdate on which any Responsible Officer of a Transaction Party becomes aware or should have become aware of such occurrence)):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceedingProceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company Transaction Party or any Affiliate thereof Subsidiary that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any PESRM Transaction Document or the PESIC-PESRM ISDA Master Agreement, provided that with respect the PESIC-PESRM ISDA Master Agreement, if such Proceeding is in respect of PESIC, PESRM has knowledge thereof; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(c) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event (i) to any portion of Collateral in excess of $10,000,000 [**] or (whether or not covered by insurance)ii) to any portion of the assets of the Transaction Parties of any type whatsoever, in excess of $[**];
(e) (i) all material amendments to any agreements related to Material Indebtedness (together with a copy of each such amendment) and (ii) any default, event of default, termination event, early termination event or force majeure, under any of the occurrence of any ERISA Event foregoing agreements (other than the Senior Secured Credit Facility Documents) or any events event related thereto which with respect to Canadian Pension Plans the giving of notice, the passage of time, or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredboth, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000such a default; and
(f) any Lien (other than Permitted Liens) or claim that to PESRM’s knowledge has been made or asserted against any of the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Collateral.
Appears in 1 contract
Sources: Supply and Offtake Agreement (Philadelphia Energy Solutions Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) and each Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement, the Senior Secured Note Indenture or the Subordinated Note Documents;
(c) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(d) (i) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $l0,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrower or the applicable Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(e) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(cf) any development that has resultedchange in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Facility by S&P or Xxxxx’x, or could reasonably be expected any notice from either such agency indicating its intent to resulteffect such a change or to place the Borrower or the Term Facility on a “CreditWatch” or “WatchList” or any similar list, in a Material Adverse Effect;each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Term Facility; and
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(eg) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans material fraud that involves management employees who have occurred, could reasonably be expected to result a significant role in liability the internal controls over financial reporting of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to resultLoan Parties, in an Environmental Claimeach case, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, as described in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Securities Laws.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) and each Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement, the Senior Secured Note Indenture or the Subordinated Note Documents;
(c) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(d) (i) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrower or the applicable Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(e) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(cf) any development that has resultedchange in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Facility by S&P or Xxxxx’x, or could reasonably be expected any notice from either such agency indicating its intent to resulteffect such a change or to place the Borrower or the Term Facility on a “CreditWatch” or “WatchList” or any similar list, in a Material Adverse Effect;each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Term Facility; and
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(eg) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans material fraud that involves management employees who have occurred, could reasonably be expected to result a significant role in liability the internal controls over financial reporting of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to resultLoan Parties, in an Environmental Claimeach case, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, as described in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Securities Laws.
Appears in 1 contract
Litigation and Other Notices. Furnish to Such Credit Party will give the Administrative Agent (who shall distribute to the Lenders) prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge the issuance by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the occurrence Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any Default litigation or the occurrence of similar proceeding seeking any Event of Defaultsuch injunction, specifying the nature and extent thereof and the corrective action (if any) taken order, decision or proposed to be taken with respect theretoother restraint;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceedingproceeding against or affecting such Credit Party or any of its Subsidiaries or Affiliates thereof, whether at law or in equity or otherwise by or before any arbitrator or Governmental Authority, (i) against which is material and is brought by or on behalf of any Company Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) which, if adversely determined, could (A) reasonably be expected to result in liability of such Credit Party or any Affiliate thereof of its Subsidiaries in an aggregate amount of $1,000,000 or more, not reimbursable by insurance or otherwise have a Material Adverse Effect, or (B) impairs the right of such Credit Party or any of its Subsidiaries to perform its obligations under this Agreement, any Note or any other Financing Document to which it is a party;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $100,000;
(d) the occurrence of any Default or Event of Default; and
(e) any development in the business or affairs of such Credit Party or any of its Subsidiaries which has had, had or could reasonably be expected to result in, a Material Adverse Effect, (ii) . Each notice delivered under this Section 5.11 shall be accompanied by a statement of a Financial Officer or other executive officer of the Administrative Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000thereto.
Appears in 1 contract
Sources: Credit Agreement (Cornerstone Core Properties REIT, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute for distribution to the Lenders) each Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, or in the case of Section 5.02(aclause (g), within five (5copies of the specified documents, which shall be required to be delivered to the Administrative Agent only) Business Days) following of the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000;
(d) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) either S&P or Xxxxx'x having notified the occurrence of any ERISA Event Borrower or any events with respect Subsidiary of (i) its cessation of, or its intent to Canadian Pension Plans cease, rating the Credit Facilities, (ii) any change in such agency's ratings of the Credit Facilities, or Foreign Plans that, alone (iii) such agency's intent to effect such a change or together with any other ERISA Events to place the Borrower or the Credit Facilities on a "CreditWatch" or "WatchList" or any events similar list, in each case with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000negative implications; and
(f) each notice, report or other document delivered to the receipt by any Company administrative agent or collateral agent under the Second Lien Credit Agreement or to the Second Lien Lenders that is not duplicative of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000those otherwise delivered hereunder.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) Give Lender written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):of:
(a) knowledge (promptly after the commencement thereof) the nature, status, and actual or potential amount of all claims, orders, directives, complaints, citations, notices, actions, suits, investigations and proceedings by or before any Person against any Loan Party or affecting the business, operations, condition (financial or otherwise) or any of the assets (other than ordinary and routine litigation reasonably expected to be covered under the limits of existing insurance policies) of any Loan Party, including any such claims, etc. with respect to (i) air emissions, (ii) spills, releases or discharges to soils or improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing any real Property, (iii) noise emissions, (iv) solid or liquid waste disposal, or (v) the use, generation, storage, transportation or disposal of Hazardous Materials;
(b) (as soon as possible, and in any event within ten days after the occurrence of the same) any Default or the occurrence of any Event of Default, specifying including the nature and extent thereof details of such Default or Event of Default and the corrective action (if any) taken Borrower is taking or proposed proposes to be taken take with respect thereto;
(bc) (promptly upon becoming aware of the filing same) any Person seeking to obtain a decree or commencement oforder for relief with respect to any Loan Party in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, specifying what action such Loan Party is taking or proposes to take with respect thereto;
(d) (promptly after adoption) any threat amendment to the certificate of incorporation or bylaws of Borrower, which notice shall include a copy of intention such amendment;
(e) (promptly upon the occurrence of the same) any Person default with respect to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company Contractual Obligation or any Affiliate thereof that other event which has had, resulted in or could which would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(df) the occurrence (promptly, and in any event within five Business Days after Borrower knows or has reason to know of a Casualty Event in excess of $10,000,000 such event) (whether or not covered by insurance);
(ei) the occurrence of any ERISA material Reportable Event or any events with respect to Canadian Pension Plans any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or Foreign Plans thata Plan or any withdrawal from, alone or together with the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other ERISA Events action by the PBGC or Borrower or any events Commonly Controlled Entity or any Multiemployer Plan with respect to Canadian Pension Plans the withdrawal from, or Foreign Plans that have occurredthe termination, could reasonably be expected Reorganization or Insolvency of, any Plan, together with a statement of a Responsible Officer, setting forth details as to result in liability of such Reportable Event and the action which Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; andproposes to take with respect thereto;
(fg) (not less than 30 days prior to effecting the receipt by same) any Company change in the address of the location of any notice records pertaining to any Collateral;
(h) (promptly upon becoming aware of the same) of the occurrence of any Environmental Claimevent or the existence of any fact which renders any representation or warranty in this Agreement or any of the other Loan Documents inaccurate, Release incomplete or violation of misleading or potential liability under, or knowledge by any Company that there exists a condition that which has resulted, had or could reasonably be expected to result, in an Environmental Claim, Release have a Material Adverse Effect; and
(i) (promptly upon becoming aware of the same) the Public Accountants' determination or a violation Borrower's determination of or liability under, the occurrence of any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Internal Control Event.
Appears in 1 contract
Sources: Credit Agreement (Seaena Inc.)
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent (who shall distribute to the Lenders) Agents prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, against a Borrower or any Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event or analogous event with respect to a Canadian Pension Plan, Defined Benefit Plan or Canadian Benefit Plan that, alone or together with any other such events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) against concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the U.S. Borrower or its Subsidiaries therefor, (ii) alleging liability for any Company material action or omission on the part of the U.S. Borrower or any Affiliate thereof of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Permitted Lien upon, against or in connection with the U.S. Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the U.S. Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or
(e) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) Give each Bank prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the occurrence Loans; or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint;
(b) the filing or commencement of any action, suit or proceeding against the Borrower or any Subsidiary, whether at law or in equity or by or before any court or any Federal, state, municipal or other governmental agency or authority as to which there is a reasonable possibility of an adverse determination and which, if adversely determined against the Borrower or such Subsidiary, could materially impair the right of the Borrower or any Guarantor to perform its obligations under this Credit Agreement or any other Loan Document or which might reasonably be expected to impair the ability of the Borrower and the Subsidiaries to carry on business substantially as then conducted or materially and adversely affect the business, assets, operations, prospects or condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a whole;
(c) any Event of Default or the occurrence event or condition which, upon notice or lapse of any time or both, would constitute an Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or which is proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(cd) any development that in the business or affairs of the Borrower or any Subsidiary which has resultedresulted in or which is likely, in the reasonable judgment of the Borrower or such Subsidiary, to result in a material adverse change in the business, assets, operations, or could reasonably be expected to resultcondition (financial or otherwise), in of the Borrower and the Subsidiaries taken as a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);whole; and
(e) any change in the occurrence rating by S&P or Moodx'x xx Index Debt or any cessation of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000such rating.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) three Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence or obtaining knowledge thereof):
(a) knowledge the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting any Company, or any property of any Company (collectively, “Proceedings”) not previously disclosed in writing by Borrower to the Administrative Agent that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to the Loan Parties to enable the Administrative Agent and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon the Loan Parties or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims);
(b) copies of all notices provided to any Company pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness;
(c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments;
(d) the occurrence of any Default or the occurrence of any Event of Default;
(e) the occurrence, or any Responsible Officer of a Loan Party obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of a Loan Party knows of such ERISA Event, a written notice specifying the nature and extent thereof and thereof, what actions the corrective affected Loan Party or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action (if any) taken or proposed to be taken threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;; and
(bf) any other developments or events that, individually or in the filing or commencement ofaggregate, have resulted in, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could would reasonably be expected to result in, a Material Adverse Effect, . Each notice pursuant to clauses (iia) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected occurrence referred to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations therein and liabilities stating what action the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected relevant Loan Party proposes to subject the Companies collectively to liabilities exceeding $10,000,000take with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
Litigation and Other Notices. Furnish to the Administrative Agent (who which shall distribute furnish to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, event in the case of Section 5.02(a)clause (a) below, within five three (53) Business Days) following after any Responsible Officer of the occurrence Borrower, Parent or any Subsidiary obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Borrower, the Subsidiaries of the Borrower or any Affiliate thereof that has hadthe Project as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(c) any breach or default under any Material Project Contract or Data Center Lease/License that would reasonably be likely to result in the termination, suspension or revocation of such Material Project Contract or Data Center Lease/License to which the Borrower or any Subsidiary of the Borrower is a party;
(d) any casualty, damage or loss to the occurrence Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of a Casualty Event the Borrower or its Subsidiaries, of its employees, agents contractors, consultants or representatives, or of any other Person, if such casualty, damage or loss affects the Borrower, the Subsidiaries of the Borrower or the Project in an amount in excess of $10,000,000 (whether or not covered by insurance)75,000,000;
(e) any material amendment of any Material Project Contract;
(f) any (i) noncompliance with any Environmental Law at the Project or any Release of Hazardous Materials at, on or from the Project, in each case that would reasonably be expected to have a Material Adverse Effect, or (ii) pending or, to the Borrower’s or any of its Subsidiaries’ knowledge, threatened, Environmental Claim against the Borrower, the Subsidiaries of the Borrower or the Project that would reasonably be expected to have a Material Adverse Effect;
(g) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or and/or Foreign Plans thatPlan Event, alone or that together with any all other ERISA Events or any events with respect to Canadian Pension Plans or and/or Foreign Plans Plan Events that have occurred, could would reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000have a Material Adverse Effect; and
(fh) any other development specific to the receipt by any Company Borrower, the Subsidiaries of any notice the Borrower or the Project that is not a matter of any Environmental Claim, Release or violation of or potential liability undergeneral public knowledge and that has had, or knowledge by any Company that there exists a condition that has resulted, or could would reasonably be expected to resulthave, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (CoreWeave, Inc.)
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent (who shall distribute to the Lenders) Agents prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):
following: (a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company a Borrower or any Affiliate Subsidiary thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
; (d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(ec) the occurrence of any ERISA Event or any events analogous event with respect to a Canadian Pension Plans Plan, Defined Benefit Plan or Foreign Plans Canadian Benefit Plan that, alone or together with any other ERISA Events or any such events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Parent Borrower or its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the part of the Parent Borrower and or any of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Lien permitted by Section 6.02 upon, against or in connection with the Parent Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Parent Borrower or any of its Subsidiaries in an aggregate amount exceeding $10,000,00025,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.or
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to promptly notify the Lenders) prompt written notice after obtaining knowledge thereof of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(ec) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000; and2,500,000;
(d) any other development that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect;
(e) any notice of change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Mxxxx’x or in the ratings of the Credit Facility by S&P or Mxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facility;
(f) the receipt by occurrence of a casualty involving any Company property of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company a Loan Party involving a loss that there exists a condition that has resulted, or could reasonably be expected to resultexceed $2,500,000 (in sufficient detail describing the casualty and the extent to which any losses resulting from such casualty will be covered by insurance); and
(g) any termination, in an Environmental Claimmodification, Release suspension or a violation revocation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and Entitlement which could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (St Louis Riverboat Entertainment Inc)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute for distribution to the Lenders) each Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, of or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $2,500,000, together with a description of such ERISA Event and the actions (if any) the Borrower or such Subsidiary proposes to take with respect thereto;
(d) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) any “Event of Default” or “Default” under and as defined in the occurrence of any ERISA Event ABL Credit Agreement, specifying the nature and extent thereof and the corrective action (if any) taken or any events proposed to be taken with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000thereto; and
(f) any downward change in the receipt Borrower’s corporate credit rating by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of whichS&P, in the aggregateBorrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Facility by S&P or Xxxxx’x, have not subjected and could not be reasonably be expected or any notice from either such agency indicating its intent to subject effect such a change or to place the Companies collectively Borrower or the Term Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to liabilities exceeding $10,000,000cease, rating the Borrower or the Term Facility.
Appears in 1 contract
Sources: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10i) Business Days (or, in the case of Section 5.02(aclause (a), within five three Business Days and (5ii) Business Days) following in any other case, ten days of the occurrence thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, in a Material Adverse Effect, Effect or (ii) with respect to any Loan Document or (iii) with respect to any of the other TransactionsDocument;
(c) any development that has resultedresulted in, or could reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a Casualty Event with respect to properties having a book value in excess of $10,000,000 (whether or not covered by insurance)1,000,000;
(e) the occurrence of the termination of, or the receipt by any ERISA Event Loan Party of notice of the termination of, or the occurrence of any events event or condition which would, with respect to Canadian Pension Plans the passage of time or Foreign Plans thatthe giving of notice or both, alone constitute an event of default under or together with permit the termination of, any one or more material agreements or licenses of any Company;
(f) (i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, event which could reasonably be expected to result in liability materially adversely affect the value of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000the Collateral; and
(fg) to the receipt extent permitted by any Company law, the occurrence of any notice events, discussions, notices or changes with respect to any criminal investigation or action or any material regulatory investigation or action involving any Loan Party or any Affiliate or representative of any Environmental ClaimLoan Party, Release and the Loan Parties shall take commercially reasonable actions to avoid or violation mitigate any cost or regulatory consequences that might arise from such investigation or action (it being understood, for the avoidance of doubt, that in no event shall the provisions of this clause be construed or potential liability under, deemed to provide any Agent or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, Lender control over any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Loan Party).
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and;
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000; and
(g) any Material Adverse Lease Event.
Appears in 1 contract
Sources: Second Out Term Loan Credit Agreement (Internap Corp)
Litigation and Other Notices. (a) Furnish to the Administrative Agent (who shall distribute to the Lenders) Agent, each Issuing Bank and each Lender prompt written notice of the following following:
(i) promptly (and, and in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), event within five (5) Business Days) following the occurrence thereof):
(a) knowledge after a Responsible Officer of the occurrence Borrower obtains knowledge thereof (if such Event of any Default or the occurrence of Default, as applicable, is still continuing), any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(bii) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof Subsidiary or Joint Venture that could reasonably be expected to result in a Material Adverse Effect; and
(iii) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, any other development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect; provided, with respect to paragraphs (i) through (iii) above, the Borrower shall be deemed to have provided notice to the extent such event warranting notice under paragraphs (i), (ii) with respect to any Loan Document or (iii) with respect to any of has been expressly disclosed in the other Transactions;Borrower’s Exchange Act Filings.
(cb) any development that has resultedFurnish to the Administrative Agent, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower each Issuing Bank and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any each Lender prompt written notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge change in the Borrower’s corporate rating by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of whichS&P, in the aggregateBorrower’s corporate family rating by Xxxxx’x, have not subjected and could not be reasonably be expected or any notice from either such agency indicating its intent to subject effect such a change or to place the Companies collectively Borrower on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to liabilities exceeding $10,000,000cease, rating the Borrower.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):
(a) Promptly upon a Responsible Officer obtaining knowledge of the occurrence of any Default of the following events, Holdings will furnish to the Administrative Agent and the Collateral Agent for further distribution to each Issuing Bank and each Lender prompt written notice or the occurrence of copies, as applicable, of:
(a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any arbitrator or Governmental Authority, against Holdings or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, has resulted in liability to one or more of Holdings and the Subsidiaries in an aggregate amount exceeding U.S.$15,000,000;
(d) if requested by the Administrative Agent, promptly following any receipt by a Loan Party of such documents pursuant to its request, copies of (i) against any Company documents described in Section 101(k) of ERISA that Holdings, the Borrower, or any Affiliate thereof of its Subsidiaries request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that Holdings, the Borrower, or any of its Subsidiaries request with respect to any Multiemployer Plan;
(e) (i) any investigation or proposed investigation by the UK Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to Holdings or any Subsidiary, or (ii) copies of any Financial Support Direction or Contribution Notice received by Holdings or any Subsidiary from the UK Pensions Regulator;
(f) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(g) any public announcement of a change in the rating of the Facilities, if any, by either Xxxxx’x, S&P or any successor rating agency;
(h) promptly after the assertion or occurrence thereof, notice of (i) any proceeding, action, suit, notice, investigation or claim against or of any noncompliance by Holdings or any of the Subsidiaries with any Environmental Law or Environmental Permit or (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to resultEnvironmental Liability that, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredeither case, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000have a Material Adverse Effect; and
(fi) with respect to the receipt by any Company acquisition of any notice of Hotel Real Property by Holdings or any Environmental ClaimSubsidiary after the Closing Date, Release or violation of or potential liability under, or knowledge by such information (other than the acquisition price and any Company that there exists information subject to a condition that has resulted, or could non-disclosure agreement) regarding the acquisition and such Hotel Real Property as the Administrative Agent may reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000request.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case upon a Responsible Officer of Section 5.02(a), within five (5) Business Days) following the occurrence such Loan Party obtaining knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) except for claims by third parties other than a Governmental Authority that are in the reasonable opinion of the Borrower and its legal counsel frivolous or vexatious, the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, proceeding (whether at law or in equity or otherwise by or before any Governmental Authority, (iAuthority or any arbitrator) against any Company or any Affiliate thereof that has hadsuch Loan Party which, or if adversely determined, could reasonably be expected to result in, in monetary liability (net of any expected insurance recovery) in excess of $2,500,000 or have a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resultedresulted in, or could reasonably be expected to result, in have a Material Adverse Effect;; lxvii
(d) the occurrence of a Casualty any Pension Plan Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredPlan Events, could reasonably be expected to result in liability of Borrower and its Subsidiaries the Loan Parties in an aggregate amount exceeding $10,000,0001,000,000;
(e) any material amendment of any Organizational Document of such Loan Party that is adverse to the interests of the Administrative Agent hereunder;
(f) any change in the executive officers of such Loan Party;
(g) any change in name of a Loan Party, provided that the Administrative Agent shall have no less than 30 days’ prior written notice of such change of name, calculated from the date that the Administrative Agent acknowledges receipt of such notice; and
(fh) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability undernoticed delivered to, or knowledge by received from, the administrative agent or any Company that there exists lender under the Subordinate Credit Agreement with respect to a condition that has resulteddefault, covenant breach, waiver, request for consent in connection with the Subordinate Credit Agreement or could reasonably be expected any other material notices related to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Subordinate Credit Agreement.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Borrower or any Affiliate thereof that has had, or could of its subsidiaries as to which would reasonably be expected to result in, have a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has resultedhad, or could would reasonably be expected to resulthave, in a Material Adverse Effect;
(d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Casualty Event in excess of $10,000,000 (whether or not covered by insurance)Material Adverse Effect;
(e) the occurrence of any ERISA Event material change in accounting policies or financial reporting practices by any Loan Party or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000thereof; and
(f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the receipt by any Company average Advance Ratio for accounts receivable under such Qualified Securitization Financing of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company more than 20% as compared to the average Advance Ratio for the same month in the prior year and that there exists a condition that has resulted, or could such change in the Advance Ratio would be reasonably be expected to resultresult in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided, in an Environmental Claim, Release or a violation of or liability under, further that any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, changes to pricing resulting from "dynamic pricing" provisions contained in the aggregateQualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, have the Qualified Securitization Financing Documents then in effect) shall not subjected and could not be reasonably be expected constitute an amendment to subject the Companies collectively to liabilities exceeding $10,000,000pricing of such Qualified Securitization Financing.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence after acquiring knowledge thereof):
(ai) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(bj) the filing or commencement of, or any threat or written notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Borrower or other Company that in the reasonable judgment of the Borrowers could reasonably be expected to result in a Material Adverse Effect if adversely determined or (ii) with respect to any Affiliate thereof Loan Document;
(k) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(dl) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $10,000,000 50,000,000 (whether or not covered by insurancein excess of $20,000,000 of Inventory);
(em) the occurrence of any ERISA Event dispute or contest with regard to any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans Lien that have occurred, could reasonably be expected to result in liability forfeiture of Revolving Credit Priority Collateral having a Dollar Equivalent fair market value in excess of $1,000,000;
(n) the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by a Borrower or Borrowing Base Guarantor, or for an accrued amount for which a Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a requirement of Applicable Law and its Subsidiaries having a Dollar Equivalent value in an aggregate amount exceeding excess of $10,000,0001,000,000; and
(fi) the receipt by any Company incurrence of any notice Lien (other than Permitted Liens) on the Collateral or (ii) the occurrence of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or other event which could reasonably be expected to resultbe material with regard to (x) the Revolving Credit Priority Collateral, in an Environmental Claimtaken as a whole, Release or (y) the Pari Passu Priority Collateral, taken as a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000whole.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower obtains actual knowledge thereof)::
(a1) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b2) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, or any material development in, any action, suit, litigation litigation, investigation, administrative action or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Borrower or any Affiliate thereof that has hadof the Restricted Subsidiaries, or could as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in, have a Material Adverse Effect, or which alleges (ii) with respect and as to any Loan Document which an adverse determination against the Borrower or (iii) with respect to any of the other TransactionsRestricted Subsidiaries is reasonably likely to result in) material violations of Health Care Laws;
(c3) the occurrence of any development ERISA Event that, together with all other ERISA Events that has resultedhave occurred, or could would reasonably be expected to result, in have a Material Adverse Effect;
(d4) the occurrence of a Casualty Event any material change in excess of $10,000,000 (whether accounting policies or not covered financial reporting practices by insurance);
(e) the occurrence of any ERISA Event or any events Loan Party with respect to Canadian Pension Plans the Borrower’s Accounts and Inventory or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, which otherwise could reasonably be expected to result in liability affect the calculation of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; andthe Borrowing Base or Reserves;
(f5) the Borrower’s receipt by of any: (i) written notice from the FDA or other Governmental Authority that it is limiting, suspending, adversely modifying or revoking any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company Healthcare Permit that there exists a condition that has resulted, or could reasonably be expected to resulthave a Material Adverse Effect; (ii) a written warning letter from the FDA; or (iii) other written notice from the FDA or other Governmental Authority that any product manufactured, in an Environmental Claimmarketed, Release developed, sold or a violation distributed by or on behalf of the Borrower and its Restricted Subsidiaries is subject to, or liability underproceedings have been commenced seeking, the material seizure, withdrawal, recall, suspension or detention by the FDA or other Governmental Authority; and
(6) any seizure, detention, suspension or recall of, or any voluntary withdrawal or recall of, or any response or commitment to the FDA or any Governmental Authority to withdraw or recall, any Environmental Lawproduct manufactured, except for Environmental Claimsmarketed, Releasesdeveloped, violations sold or distributed by or on behalf of the Borrower and liabilities the consequence of which, in the aggregate, have not subjected and its Subsidiaries which could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000have a Material Adverse Effect.
Appears in 1 contract
Sources: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, event in the case of Section 5.02(a)clause (a) below, within five three (53) Business Days) following after any Responsible Officer of the occurrence Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Borrower or any Affiliate thereof that has hadthe Project as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(c) any breach or default under any Material Project Contract or Data Center Lease/License in existence as of such time that would reasonably be likely to result in the termination, suspension or revocation of such Material Project Contract or Data Center Lease/License to which the Borrower is a party;
(d) any casualty, damage or loss to the occurrence Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of a Casualty Event the Borrower, of its employees, agents contractors, consultants or representatives, or of any other Person, if such casualty, damage or loss affects the Borrower or the Project in an amount in excess of $10,000,000 (whether or not covered by insurance)25,000,000;
(e) any material amendment of any Material Project Contract;
(f) any (i) noncompliance with any Environmental Law at the Project or any Release of Hazardous Materials at, on or from the Project, in each case that would reasonably be expected to have a Material Adverse Effect, or (ii) pending or, to the Borrower’s knowledge, threatened, Environmental Claim against the Borrower or the Project that would reasonably be expected to have a Material Adverse Effect;
(g) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or and/or Foreign Plans thatPlan Event, alone or that together with any all other ERISA Events or any events with respect to Canadian Pension Plans or and/or Foreign Plans Plan Events that have occurred, could would reasonably be expected to result in liability have a Material Adverse Effect;
(h) any other development specific to the Borrower or the Project that is not a matter of Borrower general public knowledge and its Subsidiaries in an aggregate amount exceeding $10,000,000that has had, or would reasonably be expected to have, a Material Adverse Effect; and
(fi) solely to the receipt by any Company extent that the Closing Date has occurred, the delivery of any notice of any Environmental Claim, Release by or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, Borrower under the (i) [*] MSA solely as it relates to the Restricted [*] Purchase Orders in the aggregate, have event that the Borrower is not subjected in compliance with the [*] and could (ii) [*] MSA solely as it relates to the Restricted [*] Purchase Orders in the event that the Borrower is not be reasonably be expected to subject in compliance with the Companies collectively to liabilities exceeding $10,000,000[*].
Appears in 1 contract
Sources: Credit Agreement (CoreWeave, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to Agent, the Lenders) Issuing Bank and each Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto;
(d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with copies of each such letter;
(f) the receipt by the Borrower or any of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the ESOT, which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, together with copies of each such notice and copies of all subsequent correspondence relating thereto;
(g) the occurrence of any amendment to any of the ESOP Plan Documents;
(h) the Borrower’s knowledge that at any time on or after the Closing Date the Borrower is not taxable as a Subchapter S corporation as such term is defined in Section 1361 of the Code or that the ESOT is subject to tax imposed under the Code with respect to any item of income or loss of the Borrower or any Subsidiary of the Borrower; and
(i) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect. For purposes of this Section 5.05, (ii) with respect the Borrower and the Subsidiaries shall be deemed to any Loan Document or (iii) with respect to any of know all facts known by the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence administrator of any ERISA Event Plan of which the Borrower or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) Subsidiary is the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000plan sponsor.
Appears in 1 contract
Litigation and Other Notices. (a) Furnish to the Administrative Agent (who shall distribute to and the Lenders) Term Loan Agent written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Lead Borrower obtains actual knowledge thereof)::
(ai) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(bii) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against Parent, any Company Loan Party or any Affiliate thereof that has hadof their Subsidiaries as to which an adverse determination is reasonably probable and which, or if adversely determined, could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(diii) any other development specific to Parent or any Loan Party that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect;
(iv) the occurrence development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Casualty Event Material Adverse Effect;
(v) any material change in accounting policies or financial reporting practices by any Loan Party; and
(vi) any change in any of Loan Party’s chief executive officer, chief financial officer, or controller.
(b) Furnish to the Agent and the Term Loan Agent written notice of the following within seven (7) days after any of the chief financial officer, vice president of finance, controller, treasurer, or assistant treasurer obtains actual knowledge thereof:
(i) any default or event of default with respect to Material Indebtedness of any Loan Party;
(ii) the filing of any lien for unpaid Taxes against Parent or any Loan Party in excess of $10,000,000 (whether or not covered by insurance)500,000;
(eiii) any casualty or other insured damage to any material portion of the collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral under power of imminent domain or by condemnation or similar proceeding;
(iv) if any material portion of Collateral is damaged or destroyed;
(v) the occurrence filing or asserting of any ERISA Event Lien by customs or revenue authority against any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result Loan Party in liability excess of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000500,000; and
(fvi) the receipt failure by any Company of Loan Party to pay rent under any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Real Estate Lease.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) and each Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto;
(d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto;
(e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with copies of each such letter;
(f) the receipt by the Borrower or any of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the ESOT, which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, together with copies of each such notice and copies of all subsequent correspondence relating thereto;
(g) the occurrence of any amendment to any of the ESOP Plan Documents;
(h) the Borrower’s knowledge that at any time on or after the Closing Date the Borrower is not taxable as a Subchapter S corporation as such term is defined in Section 1361 of the Code or that the ESOT is subject to tax imposed under the Code with respect to any item of income or loss of the Borrower or any Subsidiary of the Borrower; and
(i) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect. For purposes of this Section 5.05, (ii) with respect the Borrower and the Subsidiaries shall be deemed to any Loan Document or (iii) with respect to any of know all facts known by the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence administrator of any ERISA Event Plan of which the Borrower or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) Subsidiary is the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000plan sponsor.
Appears in 1 contract
Sources: Bridge Loan Agreement (Alion Science & Technology Corp)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) and each Lender written notice of the following promptly (and, in any event, within ten (10) five Business Days (or, in the case of Section 5.02(aafter obtaining knowledge thereof), within five (5) Business Days) following the occurrence thereof):;
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) any default or event of default under any Contractual Obligation of a Company if the same could reasonably be expected to have a Material Adverse Effect;
(c) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, in a Material Adverse Effect, or (ii) with respect to any Loan Document Document; and
(d) the following events, as soon as possible and in any event within 30 days after such Loan Party knows or has reason to know thereof: (iiii) the occurrence or expected occurrence of any reportable event with respect to any Single Employer Plan, any determination that a Single Employer Plan is in "at risk" status (within the meaning of Section 430 of the other Transactions;
(c) any development that has resultedCode or Section 303 of ERISA), or any withdrawal from, or the termination, bankruptcy, reorganization or insolvency of, any Multiemployer Plan or determination that any Multiemployer Plan is in "endangered" or "critical" status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (ii) the institution of proceedings or the taking of any other action by the PBGC, the Guarantor, any Commonly Controlled Entity with respect to the withdrawal from, or the termination, of, any Single Employer Plan (other than the termination of any Single Employer Plan pursuant to Section 4041(b) of ERISA); where, in connection with any of the foregoing in (i) or (ii), the amount of liability the Guarantor or any Commonly Controlled Entity could reasonably be expected to result, in have would reasonably be expected to cause a Material Adverse Effect;
(d) ; and Each notice pursuant to this Section 4.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events referred to therein and stating what action such Loan Party proposes to take with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000thereto.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent Agent, the Bondholder Designee and each Lender or Holder (who shall distribute to including VPC, but only until the LendersVPC Loan Termination Date) prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000;
(d) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower;
(f) upon any officer of a Loan Party obtaining knowledge of the occurrence of of, or threat of, any ERISA Regulatory Notice Event against or affecting any Loan Party, or any events with respect to Canadian Pension Plans of the Loan Parties’ Affiliates or Foreign Plans thatany material aspect of the Program or the Program Guidelines, alone or written notice thereof together with any such other ERISA Events or any events with respect information as may be reasonably available (and able to Canadian Pension Plans or Foreign Plans that have occurredbe disclosed in the Loan Parties’ reasonable judgment) to the Loan Parties to enable the Administrative Agent, could reasonably be expected the Bondholder Designee, the Lenders and the Holders (including VPC, but only until the VPC Loan Termination Date) and their counsel to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000evaluate such matters; and
(fg) any material changes to the receipt by Program or any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Program Guidelines.
Appears in 1 contract
Sources: Revolving Credit Agreement (Community Choice Financial Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly after any Responsible Officer of any Loan Party obtains actual knowledge thereof (andunless a specific time frame for providing such written notice is stated, in any event, which case such written notice must be provided within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereoftime frame specified):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company Loan Party or any Affiliate thereof of its subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;
(c) any other development specific to any Loan Party or any of its subsidiaries that is not a matter of general public knowledge and that has had, or could reasonably be expected to result inhave, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, could reasonably be expected to have a Casualty Event in excess of $10,000,000 (whether or not covered by insurance)Material Adverse Effect;
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans Event that, alone or together with any all other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(f) notices of material changes affecting the business, operations, result of operation or financial condition of any Loan Party or any of its subsidiaries, since the date of entry of the Interim DIP Order, to Material Contracts with customers, including new Material Contracts and contract renewals,
(g) notices of material changes to employment and labor agreements of any Loan Party or any of its subsidiaries;
(h) notices of any changes in liability management of Borrower and any Loan Party or any of its Subsidiaries in an aggregate amount exceeding $10,000,000subsidiaries; and
(fi) other than as a result of the receipt commencement of the Cases or as customarily caused by any Company the filing thereof, notices of any notice material change in financial condition as well as of the occurrence of any Environmental Claim, Release Default or violation Event of or potential liability under, or knowledge by any Company Default. The Borrower shall be responsible for ensuring that there exists a condition that has resulted, or could reasonably be expected to result, the 2000-2010 MHz and 2190-2200 MHz bands (“MSS Spectrum”) are used in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations full compliance with the Borrower’s FCC Licenses and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Communications Laws.
Appears in 1 contract
Sources: Debt Agreement
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent (who shall distribute to the Lenders) Agents prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, against a Borrower or any Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event or analogous event with respect to a Canadian Pension Plan, Defined Benefit Plan or Canadian Benefit Plan that, alone or together with any other such events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) against concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Parent Borrower or its Subsidiaries therefor, (ii) alleging liability for any Company material action or omission on the part of the Parent Borrower or any Affiliate thereof of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Lien permitted by Section 6.02 upon, against or in connection with the Parent Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Parent Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or -136-
(e) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Parent Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Parent Borrower or any Affiliate thereof that has hadof its Subsidiaries as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure, pursuant to clause (y) is prohibited by applicable Requirements of Law);
(d) any other development specific to the occurrence Parent Borrower or any of its Subsidiaries that is not a Casualty Event in excess matter of $10,000,000 (whether general public knowledge and that has had, or not covered by insurance)would reasonably be expected to have, a Material Adverse Effect;
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans Event that, alone or together with any all other ERISA Events or any events with respect to and Canadian Pension Plans or Foreign Plans Events that have occurred, would reasonably be expected to have a Material Adverse Effect;
(f) [reserved];
(g) any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material that could reasonably be expected to result in liability have a Material Adverse Effect;
(h) receipt by any Loan Party of Borrower notice of the termination or suspension of, or a material default under, any Cannabis Authorizations;
(i) all amendments to or breaches of any Cannabis Authorizations that have had, or would reasonably be expected to have, a Material Adverse Effect;
(j) all materially adverse correspondence and its Subsidiaries in an aggregate amount exceeding $10,000,000notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and
(fk) the receipt by any Company of rejection notice for new or renewal security clearance applications for any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Responsible Person.
Appears in 1 contract
Litigation and Other Notices. Furnish Promptly upon any Responsible Officer of the Borrower or any Subsidiary becoming aware thereof, furnish to the Administrative Agent (who shall distribute to the Lenders) each Lender written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or (i) the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect theretothereto and (ii) the occurrence of any “Default” or “Event of Default” under the Existing Credit Agreement and the Senior Credit Agreement;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, has hadresulted in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000;
(d) the receipt by the Borrower, any Subsidiary or the Acquired Business of written notice of violation of or potential liability under or pursuant to Environmental Laws that is reasonably expected to result in the Borrower, any Subsidiary or the Acquired Business incurring fines or penalties pursuant to Environmental Laws in amounts equal to $100,000 or other Environmental Liabilities in an aggregate amount exceeding $500,000; and
(e) the occurrence of any other event that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 1 contract
Sources: Senior Subordinated Loan Agreement (Geokinetics Inc)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) and each Lender written notice promptly after obtaining knowledge of any of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries that could reasonably be expected to have a Material Adverse Effect;
(d) the discovery or occurrence of any, or any material change to any previously discovered, unpermitted Release of any Hazardous Material, or the receipt by the Borrower or any of its Affiliates of any written notice alleging any Environmental Liability of the Borrower or any of its Affiliates that could reasonably be expected to have a Material Adverse Effect;
(e) written notice of any property currently or formerly owned, leased, or operated by the Borrower or any of its Affiliates being listed on, or proposed for listing on, the National Priorities List and the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency and any similar list maintained by any other Governmental Authority; and
(f) any other development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) . Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or the Borrower describing the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; provided that with respect to any Loan Document or (iii) with respect to Environmental Liability identified in any notice delivered under this Section, upon the reasonable request of the other Transactions;
(c) any development that has resultedAdministrative Agent, or could reasonably be expected the Borrower shall provide the Administrative Agent a written report containing an update as to result, in a Material Adverse Effect;
(d) the occurrence status of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any such Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Liability.
Appears in 1 contract
Sources: Credit Agreement (Tronox Inc)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute which will promptly thereafter furnish to the Lenders, subject to Section 10.17) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in the case Responsible Officer of Section 5.02(a), within five (5) Business Days) following the occurrence any Loan Party obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any condition or event that constitutes a Default or the occurrence of any an Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) any other development specific to Holdings, the filing or commencement of, Borrower or any threat or notice of intention the Subsidiariesother Covenant Party that is not a matter of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof general public knowledge and that has had, or could would reasonably be expected to result inhave, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(ec) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any all other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could would reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000have a Material Adverse Effect; and
(fd) except for matters that would not be reasonably expected to result in a liability, obligation or the incurrence of costs exceeding $7.5 million individually or $15.0 million in the aggregate: (i) the receipt by any Company of any notice of any Environmental Claim, Release Claim (or written notice that such Environmental Claim may be forthcoming) asserted against or otherwise affecting any of the Loan Parties or subsidiaries or (ii) any violation of Environmental Laws. In connection with any notice delivered pursuant to this Section 5.05, (i) the Borrower shall also deliver a certificate of a Responsible Officer specifying the nature and period of existence of such condition, event or potential liability underchange, or knowledge specifying the notice given (if applicable) and the nature of such claimed Event of Default, Default, event or condition, as applicable, and what action Borrower and other applicable Loan Parties have taken, are taking and propose to take with respect thereto and (ii) upon reasonable request by any Company that there exists a condition that has resultedAgent or Lender, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not Borrower shall promptly provide such other information as may be reasonably be expected available to subject any Loan Party to enable the Companies collectively Administrative Agent and Lenders and their counsel to liabilities exceeding $10,000,000evaluate such matters.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (andafter any Responsible Officer of the Lead Borrower obtains actual knowledge thereof or receipt of such document or notice, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):as applicable:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing any litigation investigation or commencement of, proceeding affecting any Loan Party or any threat or notice of intention of any Person its Subsidiaries that could reasonably be expected to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, have a Material Adverse Effect;
(i) against the occurrence or expected occurrence of any Company Reportable Event (or similar event) with respect to any Single Employer Plan (or Foreign Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on the property of the Borrowers or their respective Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any Affiliate thereof withdrawal from, or the full or partial termination, “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking of any other formal action by the PBGC or any Loan Party or any of its Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which could reasonably be expected to result in the withdrawal from, or the termination, or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, could be reasonably expected to result in a Material Adverse Effect;
(d) any other development specific to any Loan Party that is not a matter of general public knowledge and that has had, or could reasonably be expected to result inhave, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(de) any material notices or material demands delivered or received by any Loan Party (or on its behalf) in connection with the CIT Deferred Purchase Factoring Agreement;
(f) the occurrence of a Casualty Event (i) any default or event of default under the Term Loan Agreement or (ii) any payment default with respect to Material Indebtedness of any Loan Party;
(g) the filing of any lien for unpaid Taxes against any Loan Party in excess of $10,000,000 1,000,000, individually, or $2,500,000, in the aggregate;
(h) any casualty or other insured damage to any significant portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a significant portion of the Collateral under power of imminent domain or by condemnation or similar proceeding;
(i) any loss, damage or destruction to a significant portion of Collateral, whether or not covered by insurance);
(ej) the occurrence filing or asserting of any ERISA Event Lien by customs or revenue authority against any events with respect Loan Party in excess of $1,000,000, individually, or $2,500,000, in the aggregate;
(k) the failure by any Loan Party to Canadian Pension Plans pay rent under any Real Estate leases which, individually or Foreign Plans thatin the aggregate, alone could reasonably be excepted to have a Material Adverse Effect;
(l) any default under any Contractual Obligation of any Loan Party or together with its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; and
(i) any other ERISA Events release or discharge by any events with respect Loan Party or its Subsidiaries of any Materials of Environmental Concern required to Canadian Pension Plans be report under applicable Environmental Laws to any Governmental Authority, unless the total Environmental Costs arising out of such release or Foreign Plans discharge could not reasonably have a Material Adverse Effect and (ii) any condition, circumstance, occurrence or event not previously disclosed in writing to the Agent that have occurred, could reasonably be expected to result in liability or expense under applicable Environmental Laws, unless the total Environmental Costs arising out of Borrower and its Subsidiaries such condition, circumstance, occurrence or event could not reasonably be expected to have a Material Adverse Effect, or could not reasonably be expected to result in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company imposition of any notice lien or other material restriction on the title, ownership or transferability of any Environmental Claimfacilities and properties owned, Release leased or violation operated by the Loan Parties or any of or potential liability under, or knowledge by any Company their Subsidiaries that there exists a condition that has resulted, or could reasonably be expected to resultresult in a Material Adverse Effect, in an Environmental Claim, Release and (iii) any proposed action to be taken by any Loan Party or a violation any of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and its Subsidiaries that could not be reasonably be expected to subject the Companies collectively any Loan Party or any of its Subsidiaries to any material additional or different requirements or liabilities exceeding $10,000,000under Environmental Laws, unless the total Environmental Costs arising out of such proposed action could not reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 6.05 shall be accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to therein and stating what action the Loan Party or its Subsidiary proposes to take with respect thereto.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute will furnish such information to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):
(a) knowledge of the occurrence of any Default or the occurrence prompt written notice of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) prompt written notice of the filing or commencement of, or any threat or notice of intention of any Person person or class to file or commence, any action (including a class action), suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any arbitrator or Governmental Authority, (i) against any Company Loan Party or any Affiliate of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect;
(c) prompt written notice of the occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of any Loan Party or any of its Subsidiaries, either individually or in an aggregate amount exceeding $5,000,000;
(d) any notice delivered by or on behalf of (x) Sabine to the holders of the Sabine Notes or (y) the borrower under the CSH Credit Agreement;
(e) any notice of any default or event of default under any agreement in respect of Indebtedness (other than the Loan Documents) of any Loan Party, CQP or Sabine in excess of $10,000,000;
(f) any notice of any default or termination received by Sabine of which any Loan Party has knowledge under any TUA, other Material Project Document or Phase 2-Stage 1 EPC Arrangement (as such terms are defined in the Sabine Indenture);
(g) prompt written notice of any development that has hadresulted in, or could would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(fh) the receipt by any Company of any prompt written notice of the entering into any Environmental Claim, Release agreement that would constitute or violation give rise to a Change of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Control.
Appears in 1 contract
Litigation and Other Notices. Furnish to TCO and the Administrative Agent (who shall distribute to the Lenders) prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any arbitrator or Governmental Authority, (i) against any Company Schedule 3, Affirmative Covenants Tensar Party or any Affiliate Subsidiary that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000;
(d) any of the following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials that could reasonably be expected to require remedial action or give rise to Environmental Liability in excess of $500,000, (2) any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law;
(e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and
(f) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) and each Lender written notice of the following promptly (and, in any event, within ten (10) three Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):
(ai) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(bii) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(ciii) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(div) the occurrence of a Casualty Event in excess of $10,000,000 5,000,000 (whether or not covered by insurance);
(ev) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; anda Material Adverse Effect;
(fvi) any investigation or proposed investigation by the Pensions Regulator which could reasonably lead to the issuance of a Contribution Notice or Financial Support Direction to any Company (whether in respect of the UK DB Plans or otherwise), and of the receipt by any Company of a Contribution Notice or Financial Support Direction;
(vii) the receipt by any Company of any notice of any Environmental Claim, Release Claim or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected likely to subject the Companies collectively to liabilities exceeding $10,000,0005,000,000; and
(viii) (i) the incurrence of any Lien (other than Permitted Collateral Liens) on, or claim asserted against, all or any material portion of the Collateral or (ii) the occurrence of any other event which could reasonably be expected to materially adversely affect the value of the Collateral.
Appears in 1 contract
Litigation and Other Notices. Furnish The Company will furnish to the Administrative Agent (who shall distribute to the Lenders) Holders prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing institution or commencement of, or any threat or notice threatened in writing institution of intention of any Person to file or commence, any action, suit, litigation investigation or proceeding, whether at law proceeding against or in equity or otherwise by or before any Governmental Authority, (i) against any affecting the Company or any Subsidiary or any Managed Practice, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.13(a) or this subsection;
(c) the receipt by the Company or any Material Subsidiary from any Governmental Authority of (y) any notice asserting any failure by the Company or any Material Subsidiary or any Managed Practice to be in compliance with Applicable Law or that threatens the taking of any action against such Person or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, or Limitation with respect to any License or Reimbursement Approval of the Company or any Material Subsidiary or any Managed Practice, where such action would be reasonably likely to have a Material Adverse Effect;
(d) promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Company obtaining knowledge thereof, the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract;
(e) promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Company obtaining knowledge thereof, the occurrence of any ERISA Event, together with (x) a written statement of a Responsible Officer of the Company specifying the details of such ERISA Event and the action that the Company has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Company or such ERISA Affiliate thereof with respect to such ERISA Event; and
(f) any event that has hadresulted in, or could would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent, for distribution by the Administrative Agent (who shall distribute to the Lenders) , written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of DefaultDefault or Default (including, without limitation, that any Person has given notice to any Loan Party or taken any other action with respect to any event or condition set forth in Section 10.1(g)), specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority (including any action, suit or proceeding by or subject to decision by any Gaming Authority) or in arbitration, (i) against any Company such Loan Party or any Affiliate thereof that has hadof its Subsidiaries as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(c) any communication regarding any adverse claim with respect to the Collateral or the Lien of the Collateral Agent on the Collateral, and promptly respond fully to any reasonable inquiry of any Agent or Lender made with respect thereto;
(d) any other development specific to the occurrence Borrower or any of the Subsidiaries that is not a Casualty Event in excess matter of $10,000,000 (whether general public knowledge and that has had, or not covered by insurance)would reasonably be expected to have, a Material Adverse Effect;
(e) the development or occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or when taken together with any all other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have developed or occurred, could would reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000have a Material Adverse Effect; and
(f) promptly after the receipt by any Company same are available, copies of any notice written communication to Borrower or any of its Subsidiaries from any Environmental Claim, Release or Gaming Authority advising it of a material violation of or potential liability underof, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability undermaterial non-compliance with, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities Gaming Law by the consequence Borrower or any of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000its Subsidiaries.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute for distribution to the Lenders) written notice of the following following, promptly (and, in any event, within ten three (10) Business Days (or, in the case of Section 5.02(a), within five (53) Business Days) following the occurrence any Responsible Officer’s knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, Default specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) other than in connection with the Chapter 11 Cases, the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could would reasonably be expected to result in, in a Material Adverse Effect, Effect or (ii) with respect to any Loan Document or (iii) with respect to any of the other TransactionsDocument;
(c) any development or event that has resultedresulted in, or could would reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 1,500,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans Event that have has occurred, could would reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; anda Material Adverse Effect;
(f) the receipt by any Company of any notice of any Environmental Claim, Release Claim or violation of or a potential liability underunder any Environmental Law, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, result in an Environmental Claim, Release Claim or a violation of or liability under, any Environmental Law, except for Environmental Claimsin each case, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be which would reasonably be expected to subject result in a Material Adverse Effect;
(g) receipt (and copy of) of any proposal or indication of interest for the Companies collectively restructuring or recapitalization of the Borrower or any Subsidiary or the sale of all or any of the Borrower’s or any Subsidiary’s assets or businesses;
(h) any motion for the appointment of a trustee or examiner;
(i) (i) receipt of any written notice of a default or event of default delivered to liabilities exceeding any Loan Party under any debt agreements or instruments in respect of Indebtedness with a principal amount in excess of $10,000,000250,000; and
(i) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any Adverse Proceeding not previously disclosed in writing by the Borrower to the Administrative Agent and the Required Lenders, or (ii) any material development in any Adverse Proceeding that would reasonably be expected to be adversely determined and that, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or that seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Superpriority Priming Debtor in Possession Credit Agreement (CareMax, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to Agent, the Lenders) Issuing Bank and each Lender, promptly after any Responsible Officer of the Parent or any Subsidiary obtains knowledge thereof, written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto;
(b) not later than 5 Business Days after receipt of official written notice, the filing or commencement of, or (to the extent permitted by law, rule or regulation) any threat or notice of intention of any Person person to file or commence, any investigation, action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Parent or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) within 5 Business Days thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(d) not later than 5 Business Days after receipt of official written notice, any development that has hadresulted in, or could reasonably be expected to result in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of the Parent or any Subsidiary from any Medical Reimbursement Program in which it participates, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(ce) not later than 5 Business Days after receipt of official written notice, commencement of any development material audit of the Parent or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against the Parent or any Subsidiary, in each case, that has resulted, or could reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether suspension, revocation or not covered by insurance);
(e) the occurrence termination of any ERISA Event material contract of the Parent or any events Subsidiary with respect to Canadian Pension Plans Medicaid or Foreign Plans Medicare, including any such contract to be a Medicare Advantage Organization to the extent such suspension, revocation or termination is material to the Parent and its Subsidiaries taken as a whole; and
(f) receipt by the Parent or any Subsidiary of (i) any notice of suspension or forfeiture of any material certificate of authority or similar license of any HMO Subsidiary to the extent such suspension or forfeiture is material to the Parent and its Subsidiaries, taken as a whole and (ii) to the extent permitted by law, rule or regulation, any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a material provider agreement that, alone if not promptly complied with or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredcured, could reasonably be expected to result in liability the suspension or forfeiture of Borrower any certification, license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the termination of any insurance or reimbursement program then available to any HMO Subsidiary, in each case to the extent such suspension, termination or forfeiture is material to the Parent and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental ClaimSubsidiaries, Release or violation of or potential liability under, or knowledge by any Company that there exists taken as a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000whole.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) and each Lender prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement or the Senior Secured Note Indentures;
(c) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrowers or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(d) (i) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers or any ERISA Affiliate in an aggregate amount exceeding $l0,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto;
(e) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(cf) any development that has resultedchange in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by Xxxxx’x or in the ratings of the U.S. Term Loan Facility by S&P or Xxxxx’x, or could reasonably be expected any notice from either such agency indicating its intent to resulteffect such a change or to place the Lead Borrower or the U.S. Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in a Material Adverse Effect;each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the U.S. Term Loan Facility; and
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(eg) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans material fraud that involves management employees who have occurred, could reasonably be expected to result a significant role in liability the internal controls over financial reporting of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to resultLoan Parties, in an Environmental Claimeach case, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, as described in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Securities Laws.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of any of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Loan Parties obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of (i) any Event of Default or Default, (ii) any “Event of Default” or “Default” (or similar event or circumstance) under any Continental Wind Financing Document and (iii) any material breach or default under a Major Revenue Contract which breach or default permits or would permit (with the passage of time and/or giving of notice or otherwise) the termination of such Major Revenue Contract by any party thereto, in each case specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company Loan Party or any Affiliate thereof that has had, or could of their respective Subsidiaries which would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(dc) the occurrence of an event requiring a Casualty Event in excess mandatory prepayment of $10,000,000 the Loans hereunder (whether other than with Excess Cash Flow);
(d) any event specific to any of the Loan Parties, their respective Subsidiaries or not covered by insurance)the Projects that has had, or would reasonably be expected to have, a Material Adverse Effect;
(e) if at any time any of the occurrence events listed in clauses (i) through (xi) of any ERISA Event or any events with respect Section 7.1(l) is reasonably likely to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could occur and would reasonably be expected to result in liability have a Material Adverse Effect, a written notice thereof, which notice shall state that it is an “ERISA Notice” for purposes of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000the Loan Documents; and
(f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that such Loan Party proposes to take with respect thereto:
(i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Company Entity of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or
(iii) any event, transaction or condition that could result in the incurrence of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resultedEntity pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or could in the imposition of any Lien on any of the rights, properties or assets of any Company Entity pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to result, in an Environmental Claim, Release or have a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Material Adverse Effect.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (andafter any Responsible Officer of the Lead Borrower obtains actual knowledge thereof or receipt of such document or notice, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):as applicable:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing any litigation investigation or commencement of, proceeding affecting any Loan Party or any threat or notice of intention of any Person its Subsidiaries that could reasonably be expected to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, have a Material Adverse Effect;
(i) against the occurrence or expected occurrence of any Company Reportable Event (or similar event) with respect to any Single Employer Plan (or Foreign Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on the property of the Borrowers or their respective Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any Affiliate thereof withdrawal from, or the full or partial termination, “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking of any other formal action by the PBGC or any Loan Party or any of its Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which couldwould reasonably be expected to result in the withdrawal from, or the termination, or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, couldwould be reasonably expected to result in a Material Adverse Effect;
(d) any other development specific to any Loan Party that is not a matter of general public knowledge and that has had, or could reasonably be expected to result inhave, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(de) any material notices or material demands delivered or received by any Loan Party (or on its behalf) in connection with the CIT Deferred Purchase Factoring Agreement;
(f) the occurrence of a Casualty Event (i) any default or event of default under the Term Loan Agreement or (ii) any payment default with respect to Material Indebtedness of any Loan Party;
(g) the filing of any lien for unpaid Taxes against any Loan Party in excess of $10,000,000 1,000,000, individually, or $2,500,000, in the aggregate;
(h) any casualty or other insured damage to any significant portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a significant portion of the Collateral under power of imminent domain or by condemnation or similar proceeding;
(i) any loss, damage or destruction to a significant portion of Collateral, whether or not covered by insurance);
(ej) the occurrence filing or asserting of any ERISA Event Lien by customs or revenue authority against any events with respect Loan Party in excess of $1,000,000, individually, or $2,500,000, in the aggregate;
(k) the failure by any Loan Party to Canadian Pension Plans pay rent under any Real Estate leases which, individually or Foreign Plans thatin the aggregate, alone could reasonably be excepted to have a Material Adverse Effect;
(l) any default under any Contractual Obligation of any Loan Party or together with its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; and
(i) any other ERISA Events release or discharge by any events with respect Loan Party or its Subsidiaries of any Materials of Environmental Concern required to Canadian Pension Plans be report under applicable Environmental Laws to any Governmental Authority, unless the total Environmental Costs arising out of such release or Foreign Plans discharge could not reasonably have a Material Adverse Effect and (ii) any condition, circumstance, occurrence or event not previously disclosed in writing to the Agent that have occurred, could reasonably be expected to result in liability or expense under applicable Environmental Laws, unless the total Environmental Costs arising out of Borrower and its Subsidiaries such condition, circumstance, occurrence or event could not reasonably be expected to have a Material Adverse Effect, or could not reasonably be expected to result in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company imposition of any notice lien or other material restriction on the title, ownership or transferability of any Environmental Claimfacilities and properties owned, Release leased or violation operated by the Loan Parties or any of or potential liability under, or knowledge by any Company their Subsidiaries that there exists a condition that has resulted, or could reasonably be expected to resultresult in a Material Adverse Effect, in an Environmental Claim, Release and (iii) any proposed action to be taken by any Loan Party or a violation any of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and its Subsidiaries that could not be reasonably be expected to subject the Companies collectively any Loan Party or any of its Subsidiaries to any material additional or different requirements or liabilities exceeding $10,000,000under Environmental Laws, unless the total Environmental Costs arising out of such proposed action could not reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 6.056.05 shall be accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to therein and stating what action the Loan Party or its Subsidiary proposes to take with respect thereto.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who which shall distribute promptly transmit such notice to the Lenders) and, in the case of clause (a) below, the Revolving Administrative Agent, written notice of the following promptly after obtaining knowledge thereof (and, in any event, within ten (10) five Business Days (or, or three Business Days in the case of Section 5.02(a), within five clause (5j) Business Daysbelow) following the occurrence after obtaining knowledge thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of DefaultDefault that is continuing, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(a) any dispute, litigation, investigation or proceeding between any Loan Party and any arbitrator or Governmental Authority, (b) the filing or commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including pursuant to any applicable Environmental Laws, (c) the occurrence of any violation by any Loan Party or any of its Subsidiaries of, or liability under, any Environmental Law, or (d) the occurrence of any ERISA Event that, in any such case referred to in clauses (a), (b), (c) or (d) of this Section 5.02(b), has resulted or would reasonably be expected to result in a Material Adverse Effect.
(b) the filing or commencement of, or any threat in writing or written notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority (including but not limited to alleged violations of any Environmental Laws), (i) against any Company that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Affiliate thereof Loan Document;
(c) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect;
(d) any Responsible Officer of any Loan Party shall become aware of the incurrence of any Lien (other than Permitted Liens) on, or claim asserted against, any of the Collateral having a value in excess of $1,000,000;
(e) copies of (i) all regular, periodic or special reports of each Loan Party filed with the Securities and Exchange Commission, (ii) all registration statements of each Loan Party filed with the Securities and Exchange Commission (other than on Form S-8) and (iii) all proxy statements made to security holders generally;
(f) with respect to any Loan Document Organizational Documents or any agreement or instrument governing Material Indebtedness:
(iiii) with respect notice and copies of any material amendment, restatement, supplement or other modification thereto, or termination thereof; and
(ii) notice of any default by Holdings and its Subsidiaries thereunder, or receipt of any written notice of any counterparty thereto of any intent to exercise any of the other Transactionsremedy available to such counterparty thereunder;
(cg) the existence of any development that has resultedcurrent or potential material liabilities of Holdings, the Borrower, any other Subsidiary, or could reasonably be expected to result, any of their ERISA Affiliates in a Material Adverse Effectrespect of any Plan or Multiemployer Plan;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(eh) the occurrence of any ERISA Event Event;
(i) any material reduction in amount of, or any events with respect to Canadian Pension Plans or Foreign Plans thatmaterial change in coverage under, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability the insurance policies of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000the Companies; and
(fj) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected default pursuant to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Section 6.09(b).
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of Holdings or the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any Regulatory Action or other action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company Holdings, the Borrower or any Affiliate thereof that has hadof the Subsidiaries as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, have a Material Adverse Effect, (ii) with respect to any Loan Document material and adverse impact on the Borrower or (iii) with respect to any of the other TransactionsSubsidiaries;
(c) any other development specific to Holdings, the Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has resultedhad, or could would reasonably be expected to resulthave, in a Material Adverse Effect;
(d) the development or occurrence of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Casualty Event in excess of $10,000,000 (whether or not covered by insurance)Material Adverse Effect;
(e) (i) any Environmental Claim which has been commenced or (to the occurrence best of any ERISA Event such Responsible Officer’s knowledge and belief) is threatened against Holdings, the Borrower or any events with respect to Canadian Pension Plans of their respective subsidiaries or Foreign Plans that, alone (ii) any facts or together with any other ERISA Events circumstances which will or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could might reasonably be expected to result in any Environmental Claim being commenced or threatened against, or any cost, liability or obligation under or relating to any Environmental Laws of, Holdings, the Borrower or any of Borrower and its Subsidiaries their respective subsidiaries, in an aggregate amount exceeding $10,000,000; andeach case, where such Environmental Claim or cost, liability or obligation would reasonably be expected to have a Material Adverse Effect;
(f) any breach of or default (after the receipt by any Company lapse of any notice cure period or giving of notice, if so required) of the DOJ Settlement by the Borrower or any of its Subsidiaries, including a breach of any Environmental Claim, Release or violation provision of or potential liability undera deferred prosecution agreement, or knowledge by any Company that there exists other agreement with a condition that has resultedGovernmental Authority resulting from the DOJ Investigation;
(g) (A) any material development with the DOJ or any other Governmental Authority regarding the DOJ Investigation, or could reasonably be expected (B) the occurrence of any Specified Outcome; or
(A) any written request by the OIG to resultenter into a corporate integrity agreement, or (B) any civil monetary penalty, fine or other penalty or adverse action threatened in an Environmental Claim, Release writing or a violation of imposed by the OIG or liability under, any Environmental Law, except other Governmental Authority for Environmental Claims, Releases, violations and liabilities matters related to the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000DOJ investigation.
Appears in 1 contract
Sources: Revolving Credit Facility (Meridian Bioscience Inc)
Litigation and Other Notices. Furnish to Give the Administrative Agent (who shall distribute to the Lenders) prompt ---------------------------- written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge the issuance by any court or governmental agency or authority of any injunction, order, proceeding, investigation, audit by federal, state or city taxing authorities, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement, the Notes or the other Loan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint;
(b) the filing or commencement of any action, suit or proceeding against the Parent or any of its subsidiaries, whether at law or in equity or by or before any court or any Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any governmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination and which, if adversely determined, would (A) reasonably be expected to result in liability of one or more Borrowers or a subsidiary thereof in an aggregate amount of $200,000 or more, not reimbursable by insurance, or (B) materially impair the right of the Parent or any of its subsidiaries thereof to perform its obligations under this Agreement, any Note or any other Loan Document to which it is a party;
(c) any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or which is proposed to be taken with respect thereto;; and
(bd) any development in the filing business, affairs or commencement of, business development of the Parent or any threat of its subsidiaries which has had or notice of intention which is likely, in the reasonable judgment of any Person Responsible Officer of such Borrower, to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result inhave, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.,
Appears in 1 contract
Litigation and Other Notices. Furnish to TCO and the Administrative Agent (who shall distribute to the Lenders) prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any arbitrator or Governmental Authority, (i) against any Company Tensar Party or any Affiliate Subsidiary that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000;
(d) any of the following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials, that could reasonably be expected to require remedial action or give rise to Environmental Liability in excess of $500,000, (2) any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law;
(e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and
(f) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 1 contract
Sources: Lease Financing and Purchase Option Agreement (Tensar Corp)
Litigation and Other Notices. Furnish to the Administrative Agent, each other Agent (who shall distribute to the Lenders) and each Lender written notice of the following promptly (and, and in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), event within five (5) Business Days) following the occurrence upon a Responsible Officer of AbitibiBowaterResolute or any of its Subsidiaries obtaining knowledge thereof):: -153-
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat notice to AbitibiBowaterResolute, any Borrower or notice any of their Subsidiaries of the intention of any Person to file or commence, any action, suit, litigation suit or proceeding, proceeding (whether at law or in equity or otherwise by or before any Governmental Authority, (iAuthority or any arbitrator) against AbitibiBowaterResolute, any Company Borrower or any Affiliate thereof that has had, or (i) could reasonably be expected to result in, in a Material Adverse Effect, Effect or (ii) with respect to any Loan Document or (iii) with respect to any of the other TransactionsDocument;
(c) any development that has resultedresulted in, or could reasonably be expected anticipated to resultresult in, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability have a Material Adverse Effect.
(e) any material casualty or other insured damage to any material portion of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000any Collateral (including Mortgaged Property) or the commencement of any action or proceeding for the taking or expropriation of any Collateral (including Mortgaged Property) or any material part thereof or material interest therein under power of eminent domain or by condemnation or similar proceeding; and
(f) the receipt by any Company commencement of any notice of any Environmental Claima Dominion Period, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release Compliance Period or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Weekly Borrowing Base Period.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) MLC written notice of the following promptly (and, in any event, within ten five (105) Business Days of the occurrence thereof (or, and in the case of Section 5.02(a)any written threat or notice of intention referred to in clause (b) below, within five (5) Business Days) following Days of the occurrence thereofdate on which any Responsible Officer of a Transaction Party becomes aware or should have become aware of such occurrence)):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceedingProceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company Transaction Party or any Affiliate thereof Subsidiary that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any PESRM Transaction Document or the PESIC-PESRM ISDA Master Agreement, provided that with respect the PESIC-PESRM ISDA Master Agreement, if such Proceeding is in respect of PESIC, PESRM has knowledge thereof;
(c) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event (i) to any portion of Collateral in excess of $10,000,000 [**] or (whether or not covered by insurance)ii) to any portion of the assets of the Transaction Parties of any type whatsoever, in excess of $[**];
(e) (i) all material amendments to any agreements related to Material Indebtedness (together with a copy of each such amendment) and (ii) any default, event of default, termination event, early termination event or force majeure, under any of the occurrence of any ERISA Event foregoing agreements (other than the Senior Secured Credit Facility Documents) or any events event related thereto which with respect to Canadian Pension Plans the giving of notice, the passage of time, or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredboth, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000such a default; and
(f) any Lien (other than Permitted Liens) or claim that to PESRM’s knowledge has been made or asserted against any of the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Collateral.
Appears in 1 contract
Sources: Supply and Offtake Agreement (Philadelphia Energy Solutions Inc.)
Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent (who shall distribute to the Lenders) prompt written notice of each of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, against the Borrower or any Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other such events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(d) a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) against concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Borrower or its Subsidiaries therefor, (ii) alleging liability for any Company material action or omission on the part of the Borrower or any Affiliate thereof of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Permitted Lien upon, against or in connection with the Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or
(e) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.; and
(f) the any completion of an Asset Sale under Section 6.05(b) or Section 6.05(c) and any receipt by any Company of Net Cash Proceeds of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000such Asset Sale.
Appears in 1 contract
Sources: Amended and Restated Credit Agreement (Oil States International, Inc)
Litigation and Other Notices. Furnish to the Administrative Agent, the Collateral Agent (who shall distribute to the Lenders) and each Lender written notice of the following promptly (and, in after a Responsible Officer of any event, within ten (10) Business Days (or, in the case Loan Party or any lawyer of Section 5.02(a), within five (5) Business Days) following the occurrence any Loan Party’s in-house legal staff has knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, in a Material Adverse Effect, Effect or (ii) with respect to any Loan Document or (iii) with respect to any of the other TransactionsDocument;
(c) any development that has resultedresulted in, or could reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans Collateral or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, any other Property if such occurrence could reasonably be expected to result in liability a Material Adverse Effect;
(i) the incurrence of Borrower any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any other event which could reasonably be expected materially and its Subsidiaries in an aggregate amount exceeding $10,000,000; andadversely affect the value of the Collateral;
(f) the receipt any threatened indictment by any Company Governmental Authority of any notice Loan Party, as to which any Loan Party receives or notice, under any criminal statute against any Loan Party pursuant to which statute the penalties or remedies sought or available include forfeiture of (i) any of the Collateral having a value in excess of $1 million or (ii) any other Property of any Environmental Claim, Release Loan Party which is necessary or violation material to the conduct of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or its business if the forfeiture thereof could reasonably be expected to resultoccur and have a Material Adverse Effect; and
(g) any receipt by any Loan Party of a notice of termination of any Material Agreement or the occurrence of any event or condition which would, in an Environmental Claimwith the passage of time or the giving of notice or both, Release or a violation permit the termination of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Material Agreements.
Appears in 1 contract
Sources: Credit Agreement (Massey Energy Co)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, event in the case of Section 5.02(a)clause (a) below, within five three (53) Business Days) following after any Responsible Officer of the occurrence Borrower obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Borrower or any Affiliate thereof that has hadthe Project as to which an adverse determination is reasonably probable and which, or could if adversely determined, would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in have a Material Adverse Effect;
(c) any breach or default under any Material Project Contract or Data Center Lease/License that would reasonably be likely to result in the termination, suspension or revocation of such Material Project Contract or Data Center Lease/License to which the Borrower is a party;
(d) any casualty, damage or loss to the occurrence Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of a Casualty Event the Borrower, of its employees, agents contractors, consultants or representatives, or of any other Person, if such casualty, damage or loss affects the Borrower or the Project in an amount in excess of $10,000,000 (whether or not covered by insurance)25,000,000;
(e) any material amendment of any Material Project Contract;
(f) any (i) noncompliance with any Environmental Law at the Project or any Release of Hazardous Materials at, on or from the Project, in each case that would reasonably be expected to have a Material Adverse Effect, or (ii) pending or, to the Borrower’s knowledge, threatened, Environmental Claim against the Borrower or the Project that would reasonably be expected to have a Material Adverse Effect;
(g) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or and/or Foreign Plans thatPlan Event, alone or that together with any all other ERISA Events or any events with respect to Canadian Pension Plans or and/or Foreign Plans Plan Events that have occurred, could would reasonably be expected to result in liability have a Material Adverse Effect;
(h) any other development specific to the Borrower or the Project that is not a matter of Borrower general public knowledge and its Subsidiaries in an aggregate amount exceeding $10,000,000that has had, or would reasonably be expected to have, a Material Adverse Effect; and
(fi) solely to the receipt by any Company extent that the Closing Date has occurred, the delivery of any notice of any Environmental Claim, Release by or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, Borrower under the (i) [*] MSA solely as it relates to the Restricted [*] Purchase Orders in the aggregate, have event that the Borrower is not subjected in compliance with the [*] and could (ii) [*] MSA solely as it relates to the Restricted [*] Purchase Orders in the event that the Borrower is not be reasonably be expected to subject in compliance with the Companies collectively to liabilities exceeding $10,000,000[*].
Appears in 1 contract
Sources: Credit Agreement (CoreWeave, Inc.)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lendersfor each Lender) written notice of the following promptly (and, and in any event, event within ten (10) five Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence after Borrower obtains knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any known threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;
(c) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance)[Reserved];
(e) the occurrence institution of any ERISA Event investigation or any events with respect proceeding against such person to Canadian Pension Plans terminate (or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(fthe termination of) the receipt by any Company contract of any notice of the HMO Subsidiaries to be a Medicare Advantage Program contractor or state Medicaid Program contractor or its status under any Environmental Claim, Release Medical Reimbursement Program or violation of any investigation or potential liability under, or knowledge by any Company proceeding that there exists a condition that has resulted, or could reasonably be expected to result, result in an Environmental ClaimExclusion Event;
(f) its receipt of any notice of intent to exclude or any notice of proposal to exclude issued by the OIG (together with a copy of any such notice);
(g) its receipt of any notice of, Release compliance order or adverse reporting regarding loss or threatened loss of accreditation, loss of participation under any reimbursement program or loss of applicable health care license or certificate of authority of any HMO Subsidiary, and any other material deficiency notices, compliance orders or adverse reports issued by any HMO Regulator or other Governmental Authority or private insurance company pursuant to a violation provider agreement that, if not promptly complied with or cured, could result in the suspension or forfeiture of any license, certification, or liability underaccreditation necessary for such HMO Subsidiary to carry on its business substantially as then conducted or the termination of any insurance or reimbursement program available to any HMO Subsidiary (in each case together with a copy of any such notice);
(h) its receipt of any correspondence from an HMO Regulator asserting that Borrower or any of its Subsidiaries is not in compliance in all material respects with HMO Regulations or threatening action against Borrower or any of its Subsidiaries under the HMO Regulations (together with a copy of such correspondence);
(i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral; and
(j) with respect to any HMO Subsidiary operating in a state that has adopted the NAIC definition of Company Action Level, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities failure of such HMO Subsidiary to maintain its capital reserve requirements at or above the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Company Action Level.
Appears in 1 contract
Litigation and Other Notices. Furnish The Borrowers will furnish to the Administrative Agent (who shall distribute to the Lenders) Holders prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) within 30 days of filing, the filing or commencement of, of or any written threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) by or against any Company Credit Party, any of its Subsidiaries or any Affiliate thereof which could reasonably be expected to have a Material Adverse Effect, and any judgments entered against any Credit Party or any of its Subsidiaries;
(c) at least 15 days and no more than 60 days prior notice of any Change of Control, to the extent that the Borrowers have notice of such Change of Control;
(d) any development that has hadresulted in, or could would reasonably be expected to result in, a Material Adverse EffectEffect (including any enforcement, (ii) with respect remedial or other governmental regulatory or other action instituted, completed or threatened in writing against the Credit Parties pursuant to any Loan Document or (iii) with applicable Environmental Law, and any claim made by any Person against the Credit Parties relating to liability in respect to any of the other Transactions;
(c) any development that has resultedHazardous Material, or could which in each case would reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) any material change in accounting policies or financial reporting practices by any Credit Party or any of its Subsidiaries;
(f) any of the occurrence following if the same would reasonably be expected to result in liability or loss to one or more Credit Parties, either individually or in the aggregate, in excess of $100,000: (i) any enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against any Credit Party or any of their respective Property pursuant to any applicable Environmental Law, (ii) any other Environmental Claim, and (iii) any environmental or similar condition on any Real Property adjoining the Property of any Credit Party that could reasonably be anticipated to cause such Credit Party’s Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such Property under any Environmental Law;
(g) as soon as possible after, and in any event within 10 days after any Responsible Officer of any Borrower or any ERISA Affiliate knows or has reason to know of, any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, that alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, Event could reasonably be expected to result in liability of such Borrower and its Subsidiaries or such ERISA Affiliate in respect of each employee benefit plan as defined in Section 3(3) of ERISA or any other plan described in Section 4.19(a) in an aggregate amount exceeding $10,000,000100,000, together with a statement of a Financial Officer of such Credit Party setting forth details as to such ERISA Event and the action, if any, that such Credit Party proposes to take with respect thereto; and
(fh) the receipt creation, establishment or acquisition of any Subsidiary or the issuance by any Company Credit Party of any Equity Interests or warrant, option or similar agreement to a Person other than another Credit Party. Each notice pursuant to this Section 5.5 shall be accompanied by a written statement by a Responsible Officer on behalf of the Borrowers setting forth details of the occurrence referred to therein, and stating what action the Borrowers propose to take with respect thereto and at what time. Each notice under Section 5.5(a) shall describe with particularity any Environmental Claim, Release and all clauses or violation provisions of this Agreement or potential liability under, other Investment Document that have been breached or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000violated.
Appears in 1 contract
Litigation and Other Notices. Furnish to TCH and the Administrative Agent (who shall distribute to the Lenders) Purchasers prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any arbitrator or Governmental Authority, (i) against any Company Tensar Party or any Affiliate Subsidiary that could reasonably be expected to result in a Material Adverse Effect; Schedule 3, Affirmative Covenants
(c) the occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000;
(d) any of the following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials, that could reasonably be expected to require remedial action or give rise to Environmental Liability excess of $500,000, (2)any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law;
(e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and
(f) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to Agent, the Lenders) Issuing Bank and each Lender, promptly after any Responsible Officer of the Parent or any Subsidiary obtains knowledge thereof, written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto;
(b) not later than five (5) Business Days after receipt of official written notice, the filing or commencement of, or (to the extent permitted by law, rule or regulation) any threat or notice of intention of any Person person to file or commence, any investigation, action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Parent or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) within five (5) Business Days thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(d) not later than five (5) Business Days after receipt of official written notice, any development that has hadresulted in, or could reasonably be expected to result in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of the Parent or any Subsidiary from any Medical Reimbursement Program in which it participates, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(ce) not later than five (5) Business Days after receipt of official written notice, commencement of any development material audit of the Parent or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against the Parent or any Subsidiary, in each case, that has resulted, or could reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether suspension, revocation or not covered by insurance);
(e) the occurrence termination of any ERISA Event material contract of the Parent or any events Subsidiary with respect to Canadian Pension Plans Medicaid or Foreign Plans Medicare, including any such contract to be a Medicare Advantage Organization, in each case to the extent such suspension, revocation or termination is material to the Parent and its Subsidiaries taken as a whole; and
(f) receipt by the Parent or any Subsidiary of (i) any notice of suspension or forfeiture of any material certificate of authority or similar license of any HMO Subsidiary to the extent such suspension or forfeiture is material to the Parent and its Subsidiaries, taken as a whole and (ii) to the extent permitted by law, rule or regulation, any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a material provider agreement that, alone if not promptly complied with or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurredcured, could reasonably be expected to result in liability the suspension or forfeiture of Borrower any certification, license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the termination of any insurance or reimbursement program then available to any HMO Subsidiary, in each case to the extent such suspension, termination or forfeiture is material to the Parent and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental ClaimSubsidiaries, Release or violation of or potential liability under, or knowledge by any Company that there exists taken as a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000whole.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 5,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and5,000,000;
(f) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,0005,000,000; and
(g) any Material Adverse Lease Event.
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (Internap Corp)
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lendersfor each Lender) written notice of the following promptly (and, in any event, within ten (10) five Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower obtaining knowledge thereof):
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any known threat or notice of intention of any Person person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that has had, or could reasonably be expected to result in, in a Material Adverse Effect, Effect or (ii) with respect to any Loan Document or (iii) with respect to any of the other TransactionsDocument;
(c) any development that has resultedresulted in, or could reasonably be expected to result, result in a Material Adverse Effect;
(d) the occurrence of a material Casualty Event in excess of $10,000,000 (whether or not covered by insurance)Event;
(e) of the occurrence institution of any ERISA Event investigation or proceeding against such person to terminate (or that may result in the termination of) the contract of any of the HMO Subsidiaries to be a Medicare Advantage Program contractor or state Medicaid Program contractor or its status under any Medical Reimbursement Program or any events investigation or proceeding that may result in an Exclusion Event;
(f) of its receipt of any notice of intent to exclude, any notice of proposal to exclude issued by the OIG (together with respect a copy of any such notice);
(g) of its receipt of any notice of, compliance order or adverse reporting regarding loss or threatened loss of accreditation, loss of participation under any reimbursement program or loss of applicable health care license or certificate of authority of any HMO Subsidiary, and any other material deficiency notices, compliance orders or adverse reports issued by any HMO Regulator or other Governmental Authority or private insurance company pursuant to Canadian Pension Plans or Foreign Plans a provider agreement that, alone if not promptly complied with or cured, could result in the suspension or forfeiture of any license, certification, or accreditation necessary for such HMO Subsidiary to carry on its business as then conducted or the termination of any insurance or reimbursement program available to any HMO Subsidiary (in each case together with a copy of any other ERISA Events such notice);
(h) of its receipt of any correspondence from an HMO Regulator asserting that the Borrower or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries is not in an aggregate amount exceeding $10,000,000compliance in all material respects with HMO Regulations or threatening action against the Borrower or any of its Subsidiaries under the HMO Regulations (together with a copy of such correspondence);
(i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral; and
(fj) the receipt by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists HMO Subsidiary operating in a condition state that has resultedadopted the NAIC definition of Company Action Level, such HMO Subsidiary failing to maintain its capital reserve requirements at or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities above the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Company Action Level.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in Responsible Officer of the case of Section 5.02(a), within five (5) Business Days) following the occurrence Borrower or any Relevant Subsidiary obtains actual knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental AuthorityAuthority or in arbitration, (i) against any Company the Borrower or any Affiliate thereof of its Relevant Subsidiaries as to which an adverse determination could reasonably be expected to have a Material Adverse Effect;
(c) any other development specific to the Borrower or any of its Relevant Subsidiaries that is not a matter of general public knowledge and that has had, or could reasonably be expected to result inhave, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) the occurrence of any ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any all other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect;
(e) upon reasonable written Lender request, any change in the information provided in the Beneficial Ownership Certification that would result in liability a change to the list of Borrower beneficial owners identified in parts (c) or (d) of such certification;
(f) promptly, but in any event within five (5) Business Days after receipt thereof by any Loan Party, a copy of any form of notice, summons, citation, proceeding or order received from any State Pipeline and its Subsidiaries Injection/Disposal Well Regulatory Agency or any other Governmental Authority asserting jurisdiction over any material portion of the Midstream Assets;
(g) in an aggregate the event any Loan Party intends to issue or incur any Permitted Junior Debt as permitted by Section 6.01(o), at least five (5) Business Days’ (or such shorter period of time as the Administrative Agent may reasonably agree) prior written notice of such intended offering therefor, the amount exceeding $10,000,000thereof and the anticipated date of closing and, when available, will furnish a copy of the preliminary term sheet and offering memorandum, indenture, note purchase agreement or term loan agreement and, promptly after closing, the final offering memorandum, indenture, note purchase agreement or term loan agreement applicable to such Permitted Junior Debt; and
(fh) to the receipt extent not included in any public filings required to be filed with the SEC, promptly after the filing thereof, copies of all tax returns filed by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000Loan Party.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to Agent, the Lenders) Issuing Bank and each Lender written notice of the following promptly (and, in after any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence Responsible Officer obtains knowledge thereof)::
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, receipt of any notice of any governmental investigation or any threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law proceeding commenced or in equity or otherwise by or before threatened against any Governmental Authority, Restricted Party that (i) seeks material damages, (ii) seeks material injunctive relief, (iii) is asserted or instituted against any Company Plan, any Canadian Pension Plan, any Canadian Benefit Plan or, in each case, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Restricted Party, (v) alleges the material violation of any law regarding, or seeks material remedies in connection with, any Environmental Laws, (vi) contests any material tax, fee, assessment or other governmental charge, or (vii) involves any product recall;
(c) the occurrence of any ERISA Event described in clause (b) of the definition thereof or any Affiliate thereof other ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability in an aggregate amount of $1,000,000 or greater;
(d) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, ;
(iie) with respect to any Loan Document Lien (other than Liens permitted hereunder) or (iii) with respect to claim made or asserted against any of the other TransactionsCollateral;
(cf) any development that has resultedloss, damage or could reasonably be expected destruction to result, the Collateral in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess amount of $10,000,000 (1,000,000 or more, whether or not covered by insurance, or the commencement of any action or proceeding for the taking of any material portion of or material interest in the Collateral under power of eminent domain or by condemnation or similar proceeding;
(g) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located in excess of $500,000 (which shall be delivered within five Business Days after receipt thereof);
(eh) the occurrence any failure of any ERISA Event or Angiotech Party to make any events with respect required contribution to any Canadian Pension Plans Plan or Foreign Plans that, alone or together with the receipt of any other ERISA Events or notice from the funding agent for any events with respect to Canadian Pension Plans Plan or Foreign Plans from any Governmental Authority to such effect that have occurredcould reasonably be expected to result in a liability exceeding $1,000,000; and
(i) in the case of the Term Borrower, deliver to the Administrative Agent a copy of each material demand, notice or document received by it and notify the Administrative Agent of other material developments that are brought to the attention of a Responsible Officer of the Term Borrower regarding any Material Contract (as defined in the Security Agreements) which developments, individually or in the aggregate, could reasonably be expected to result in liability a Material Adverse Effect. Each notice delivered under this Section 5.06 shall be accompanied by a statement of a Financial Officer or other executive officer of the Term Borrower setting forth the details of the event or development requiring such notice and its Subsidiaries in an aggregate amount exceeding $10,000,000; and
(f) the receipt by any Company of any notice of any Environmental Claim, Release action taken or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably proposed to be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the aggregate, have not subjected and could not be reasonably be expected to subject the Companies collectively to liabilities exceeding $10,000,000taken with respect thereto.
Appears in 1 contract
Litigation and Other Notices. Furnish to the Administrative Agent (who shall distribute to and the Lenders) Lenders prompt written notice of the following promptly (and, in any event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the occurrence thereof):following:
(a) knowledge of the occurrence of any Default or the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;
(b) the filing or commencement of, of or any threat or notice of intention of any Person to file or commence, any action, suit, litigation suit or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $2,500,000, together with a description of such ERISA Event and the actions (if any) the Borrower or such Subsidiary proposes to take with respect thereto;
(d) any development that has hadresulted in, or could reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;
(c) any development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(d) the occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by insurance);
(e) any “Event of Default” or “Default” under and as defined in the occurrence of any ERISA Event ABL Credit Agreement, specifying the nature and extent thereof and the corrective action (if any) taken or any events proposed to be taken with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any other ERISA Events or any events with respect to Canadian Pension Plans or Foreign Plans that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000thereto; and
(f) any downward change in the receipt Borrower’s corporate credit rating by any Company of any notice of any Environmental Claim, Release or violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim, Release or a violation of or liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of whichS&P, in the aggregateBorrower’s corporate family rating by Mxxxx’x or in the ratings of the Term Facility by S&P or Mxxxx’x, have not subjected and could not be reasonably be expected or any notice from either such agency indicating its intent to subject effect such a change or to place the Companies collectively Borrower or the Term Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to liabilities exceeding $10,000,000cease, rating the Borrower or the Term Facility.
Appears in 1 contract
Sources: Term Loan Agreement (Sportsman's Warehouse Holdings, Inc.)