Acknowledgment of Events of Default. The Borrowers hereby acknowledge and agree that various Events of Default exist and are continuing, including, without limitation, Events of Default under Section 6.1(b) of the Loan Agreement as a result of the failure of the Borrowers to provide monthly financial statements to the Lender. The Borrowers acknowledge that additional Events of Default may exist (such as, for example, Events of Default with respect to the Financial Covenants) which the Lender is unable to identify as a result of the Borrowers’ defaults under Section 6.1(b). The Lender hereby reserves all of its rights and remedies with respect to all such Events of Default without the necessity of any notice to any Borrower, any Validity Guarantor or any other Person, and the Borrowers acknowledge and agree that (a) the Default Rate is in effect with respect to Revolving Advances and shall, at the Lender’s option in its sole discretion, remain in effect unless and until all Events of Default are cured or waived, in each case as determined by the Lender in its sole discretion, (b) the Lender may, in its discretion at any time hereafter, institute the Default Rate with respect to the Term Advance described herein, (c) any prior agreement by the Lender to forbear from or forego the exercise of rights and remedies with respect to any Event of Default is no longer of any force or effect and shall in no way limit the rights of the Lender as set forth herein and in the other Loan Documents, (d) the Lender has no obligation to make any further Advances to the Borrowers, and (e) any such Advances shall be made or refused in the Lender’s sole discretion, and the making of any such Advance (including the Term Advance contemplated hereby) shall not be deemed to be a waiver of any Event of Default or entitle the Borrowers to any additional Advance.
Acknowledgment of Events of Default. The Loan Parties acknowledge and agree that the Known Defaults have occurred and are continuing (except with respect to Known Defaults consisting of the failure of Borrowers to make amortization payments, which are anticipated to occur hereafter during the Forbearance Period).
Acknowledgment of Events of Default. Enforceability of Credit Agreement;
Acknowledgment of Events of Default. The Borrower acknowledges the Default and that as of the date hereof the principal amount outstanding on the Loan is $2,047,728, plus interest accrued thereon (the “Monetary Obligations”).
Acknowledgment of Events of Default. The Credit Parties acknowledge and agree that the following Events of Default exist under the Credit Agreement: (A) an Event of Default under Section 7(c) of the Credit Agreement as a result of Borrower’s failure to pay interest on the Loans when due and (B) an Event of Default under Section 7(g) of the Credit Agreement as a result of the failure of a Credit Party to make deferred purchase price payments in excess of $17,000,000.
Acknowledgment of Events of Default. The Company acknowledges and agrees that:
(i) an Event of Default (as defined in the Note) has occurred prior to the date hereof under Section 3(a)(i) of the Note as a result of the suspension from trading of the Common Shares (as defined in the Note) on an Eligible Market (as defined in the Note) for a period of five (5) consecutive Trading Days (as defined in the Note);
(ii) an Event of Default has occurred prior to the date hereof under Section 3(a)(vi) of the Note as a result of clause (i) above causing an Event of Default to occur under the Other Notes (as defined in the Note);
(iii) an Event of Default will occur under Section 3(a)(vii) of the Note upon the delisting of the Common Shares from the Principal Market (as defined in the Exchange Agreement), resulting in a material breach by the Company of Section 4(c) of the Exchange Agreement;
(iv) an Event of Default will occur under Section 3(a)(i) of the Note upon the failure of the Common Shares to be listed on an Eligible Market for a period of five (5) consecutive Trading Days;
(v) an Event of Default will occur under Section 3(a)(ii) of the Note as a result of the suspension and the delisting of the Common Shares from an Eligible Market because immediately following such suspension and delisting the Common Shares will not be listed on a designated exchange for purposes of the Income Tax Act (Canada); and
(vi) an Event of Default will occur under Section 3(a)(vi) of the Note as a result of each of clauses (iii) through (v) above causing an Event of Default to occur under the Other Notes. For purposes of this Agreement, (i) the Events of Default listed in clauses (i) and (ii) above are collectively referred to herein as the “Existing Events of Default” and each is individually referred to herein as an “Existing Event of Default;” (ii) the Events of Default listed in clauses (iii) through (vi) above are collectively referred to herein as the “Imminent Events of Default” and each is individually referred to herein as an “Imminent Event of Default;” and (iii) the Existing Events of Default and the Imminent Events of Default are collectively referred to herein as the “Defaults” and each is individually referred to herein as a “Default.” The Company represents and warrants to the Holder that (a) no other Event of Default has occurred other than the Existing Events of Default; (b) no other breach by the Company or any of its Subsidiaries of their respective obligations has occurred under any of the Transa...
Acknowledgment of Events of Default. The Borrower hereby acknowledges, confirms and agrees that (a)(i) for the fiscal quarter ended December 31, 2007, Borrower failed to comply with the Fixed Charge Coverage Ratio and the Consolidated Leverage Ratio financial covenants contained in Section 6.17 of the Credit Agreement, (ii) for the fiscal year ended December 31, 2007, the Borrower failed to comply with the annual financial statement and related accountant’s certificate delivery requirements and the Projection delivery requirements contained in Sections 5.01(a), (d), and (e) of the Credit Agreement, (iii) for the fiscal months ended January 31, 2008 and February 29, 2008, the Borrower failed to comply with the monthly financial statement and related Financial Officer’s certificate delivery requirements contained in Sections 5.01(b) and (c) of the Credit Agreement, (iv) contrary to the representation and warranty contained in Section 3.04(b) of the Credit Agreement, since December 31, 2005, events, changes and/or conditions have occurred that may have had, or could reasonably be expected to have, a Material Adverse Effect on the financial condition of the Borrower, and (v) such covenant violations and any failure of such representation to be true and correct in all material respects constitute Events of Default pursuant to Article VII of the Credit Agreement (collectively, the “Specified Defaults”) and (b) due to the Specified Defaults, the Agent and the Lenders have no obligation under the Credit Agreement to make additional Borrowings or any other extensions of credit and any additional Borrowings or other extensions of credit shall be made at the option and in the sole discretion of the Agent and the Lenders.
Acknowledgment of Events of Default. Each of the Loan Parties hereby acknowledges and confirms that the Existing Events of Default have occurred and are continuing.
Acknowledgment of Events of Default. The Credit Parties acknowledge and agree that the following Events of Default exist under the Credit Agreement: (A) an Event of Default arising under Sections 2.10(e) and 7(b) of the Credit Agreement as a result of a Borrowing Base overadvance, (B) an Event of Default under Section 7(c) of the Credit Agreement as a result of Borrower’s failure to pay the Termination Amounts and interest thereon and (C) an Event of Default under Section 7(g) of the Credit Agreement as a result of the failure of a Credit Party to make deferred purchase price payments in excess of $15,000,000.
Acknowledgment of Events of Default. The Borrowers represent, acknowledge and agree that (a) because of an accounting misstatement resulting primarily from an inventory overstatement continuing for approximately three years and three months in the Borrowers' Penny Curtiss baking operation, certain Events of Default have or may xxxx xxxxxxxd and be continuing, and may arise prior to the Forbearance Termination Date (as hereinafter defined), under the Credit Agreement on account of such inventory overstatement, and (b) the Borrowers may currently and/or prior to the Forbearance Termination Date be out of compliance with one or more of Sections 8.14, 8.15, 8.16 and 8.17 of the Credit Agreement which noncompliance would now or hereafter constitute one or more Events of Default (as so described or specified in clauses (a) and (b), collectively, the "DESIGNATED EVENTS OF DEFAULT"). The Borrowers also acknowledge and agree that, but for the terms of this Agreement, the Agent and the Lenders may, if they so elect, proceed to enforce their rights and remedies under the Loan Documents. In addition, the Borrowers acknowledge and agree that as a result of the Designated Events of Default, the Lenders are under no obligation to advance additional funds to the Borrowers pursuant to the Credit Agreement.
