ServiceMagic 2012 Annual Report Download - page 320

Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information
(including, in the case of certifications required pursuant to clause (b) above, the certifications accompanying any such quarterly
report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002), or one or more annual or quarterly reports containing such
information, shall have been posted by the Administrative Agent on IntraLinks or a similar site to which the Lenders have been
granted access or shall be available on the website of the SEC at http://www.sec.gov; provided that the Borrower shall notify
(which may be by facsimile or electronic mail) the Administrative Agent of the posting of such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documents. Information required to be
delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the
Administrative Agent. In the event any financial statements delivered under clause (a) or (b) above shall be restated, the Borrower
shall deliver, promptly after such restated financial statements become available, revised completed certificates with respect to the
periods covered thereby that give effect to such restatement, signed by a Financial Officer.
SECTION 5.02
Notices of Material Events . The Borrower will furnish to the Administrative Agent for delivery
to each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental
Authority against the Borrower or any Restricted Subsidiary thereof as to which there is a reasonable likelihood of an
adverse determination that would 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,
would reasonably be expected to result in liability of the Borrower or its Restricted Subsidiaries in an amount which would
constitute a Material Adverse Effect; and
(d) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.
Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other
executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or
proposed to be taken with respect thereto.
SECTION 5.03
Existence; Conduct of Business . The Borrower will, and will cause each of its Restricted
Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence
and the rights, licenses, permits, privileges and franchises material to the conduct of its business except in each case (i) where the
failure to do so would not reasonably be expected to result in a Material Adverse Effect or (ii) as such action is permitted under
Sections 6.03, 6.04 or 6.05.
SECTION 5.04
Payment of Obligations . The Borrower will, and will cause each of its Restricted Subsidiaries
to, pay its obligations, including Tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse
Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be
expected to, individually or in the aggregate, result in a Material Adverse Effect.
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