Immediate Notice to Agent Sample Clauses

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Agent with written notice promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given:
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Immediate Notice to Agent. (a) The Lead Borrower shall provide the Agent with written notice immediately upon the occurrence of any of the following events, which written notice shall be reasonably particular as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Parent's Chief Executive Officer or Chief Financial Officer. (ii) The completion of any physical count of all or a material portion of the Borrowers' Inventory (together with a copy of the results thereof certified by the Lead Borrower). (iii) Any cessation by the Borrowers of their making payment to their creditors generally as the Borrowers' debts become due. (iv) Any failure by the Borrowers to pay rent at any thirty (30) of the Borrowers' locations at any one time, if such failure continues for more than fifteen (15) days after any grace period and if (A) notice of rent default, to the extent required under
Sample 1
Immediate Notice to Agent. (a) The Lead Borrower shall provide the Agent with written notice promptly after the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Parent's Chief Executive Officer or Chief Financial Officer. (ii) The completion of any physical count of all or a material portion of the Borrowers' Inventory (together with a copy of the certified results thereof). (iii) Any ceasing of the Borrowers' making of payment to its creditors generally as the Borrowers' debts become due. (iv) Any failure by the Borrowers to pay rent at any of the Borrowers' locations, which failure continues for more than Three (3) days after the expiration of any grace period and notice of rent default, to the extent applicable under any subject lease, has been received by Borrower, except for any non-material withholding of rent based upon any good faith disputes by the Borrower. (v) Any Material Adverse Change in the business, operations, or financial affairs of the Borrowers. (vi) The receipt of any notice by or on behalf of KMart under the KMart Agreement (together with a copy of such notice). (vii) The occurrence of any KMart Default (with reasonable detail as to the facts and circumstances of such occurrence). (viii) The occurrence of any Suspension Event. (ix) Any intention on the part of the Parent to discharge the Parent's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 5:5-1(d)). (x) Any litigation which, if determined adversely to the Borrowers, would reasonably be expected to have a Material Adverse Effect. (xi) The occurrence of an event or circumstance with respect to any Employee Benefit Plan which would reasonably be expected to have Material Adverse Effect. (b) The Lead Borrower shall: (i) Provide the Agent, when so distributed, with copies of any materials distributed to the shareholders of the Parent (qua such shareholders). (ii)
Sample 1
Immediate Notice to Agent. (a) The Borrower shall provide the Agent with written notice immediately upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Borrower's officers, directors, or key employees. (ii) The completion of any physical count of the Borrower's Inventory (together with a copy of the certified results thereof). (iii) Any failure of the Borrower to make payment to any of its creditors prior to such amount's becoming more than thirty days (30) past customary payment dates of such creditor (other than the failure to make such payment on account of a bona fide good faith dispute with the subject creditor). (iv) Any failure by the Borrower to pay rent at any of the Borrower's locations, which failure continues for more than Fifteen (15) days following the day on which such rent first came due. (v) Any material change in the business, operations, or financial affairs of the Borrower.
Sample 1
Immediate Notice to Agent. The Borrower shall provide the Agent with written notice immediately upon the occurrence of any of the following events:
Sample 1

Related to Immediate Notice to Agent

  • Notice to Agent Loan Parties shall provide Agent with (a) notice of any change in the accuracy of the Perfection Certificate or any of the representations and warranties provided in Section 5 above, immediately upon the occurrence of any such change, (b) notice of the occurrence of any Default or Event of Default, promptly (but in any event within 3 days) after the date on which any officer of a Loan Party obtains knowledge of the occurrence of any such event, (c) copies of all statements, reports and notices made available generally by Borrower to its security holders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to Borrower by the holders of such Subordinated Indebtedness, and all documents filed with the Securities and Exchange Commission (“SEC”) or any securities exchange or governmental authority exercising a similar function, promptly, but in any event within 3 days of delivering or receiving such information to or from such persons, (d) a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more promptly, but in any event within 3 days, upon receipt of notice thereof, (e) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, a written summary of all new applications and registrations that Borrower has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registration, and upon Agent’s request, copies of the actual applications or registrations, and (f) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any statements, reports and notices delivered to or by a Loan Party in connection with any Material Agreement, and upon Agent’s request, copies of the actual statements, reports or notices; provided that, during the continuance of any Default or Event of Default, Borrower shall provide the information set forth in subsection (e) and (f) hereof at such times as requested by Agent.

  • Notice to NYSE Parent shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

  • Notice to NASD In the event any person or entity (regardless of any NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the NASD and EBC prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Company's initial public offering, as such term is defined in Rule 2710 of the NASD's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination.

  • Late Notice A late notice shall be mailed by the Servicer to the Borrower by the 18th day of such Delinquency.

  • Annual Officer’s Certificate; Notice of Servicer Replacement Event (a) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 2019, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB.

  • Compliance Certificate; Notice of Default (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s fiscal years, an Officer’s Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer with a view to determining whether it has kept, observed, performed and fulfilled its Obligations under this Indenture and further stating, as to such officer signing such certificate, that to the best of his knowledge the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end.

  • Notice to FINRA For a period of ninety (90) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.

  • Notice, Etc All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email, as follows:

  • Notice of Events As soon as Guarantor obtains knowledge thereof, Guarantor shall give Guarantied Party written notice of any condition or event which has resulted in (a) a material adverse change in the financial condition of Guarantor or Company or (b) any Event of Default or Potential Event of Default.

  • Events Requiring Notice to the Representative The Company shall use its best efforts to cause the Registration Statement to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative immediately and confirm the notice in writing: (i) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (ii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (iv) of the receipt of any comments or request for any additional information from the Commission; and (v) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.

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