Acquisition Events of Default. The following events shall constitute Acquisition Events of Default (herein called “Acquisition Events of Default”): (a) any representation or warranty made or deemed made in or in connection with this Agreement, the Notes, any of the Loan Documents or any of the Borrowings hereunder or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the execution and delivery of the Notes or any of the Loan Documents or the making of any of the Borrowings hereunder shall prove to have been false or misleading in any material respect when made or deemed made; (b) default shall be made in the payment of any principal of any Acquisition Loan when and as the same shall become due and payable pursuant to the terms of this Agreement, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; (c) default shall be made in the payment of any interest on any Acquisition Loan or any Commitment Fees or any other amount due under this Agreement other than principal of any Acquisition Loan or any amount described in Section 11.3(a) or Section 11.3(b), when and as the same shall become due and payable which shall remain unremedied for a period of five (5) days from the date due; (d) default shall be made in the due observance or performance of any covenant, condition or agreement contained in Section 9.1, Section 9.6, Section 9.9, Section 9.10, Section 9.12 or in Article X; (e) except as provided in Section 11.1(a) through Section 11.1(d), inclusive, default shall be made in the due observance or performance of any other covenant, condition or agreement to be observed or performed pursuant to this Agreement or any of the other Loan Documents and such default shall continue unremedied for thirty (30) days after the earlier to occur of (i) any Borrower obtaining knowledge thereof and (ii) written notice thereof having been given to the Company; (i) the Company or any Restricted Subsidiary shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, liquidation or similar law, (B) consent to the institution of, or fail to contravene in a timely and appropriate manner to any such proceeding or the filing of any such petition, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Borrower or for a substantial part of such Borrower’s property or assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors, or (F) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (ii) the board of directors (or similar governing body) of the Company or any Restricted Subsidiary shall adopt a resolution authorizing the Company or any Restricted Subsidiary to take any of the foregoing actions; (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Restricted Subsidiary, or of a substantial part of the property or assets of any such Person, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any Restricted Subsidiary or for a substantial part of the property of any such Person or (iii) the winding-up or liquidation of the Company or any Restricted Subsidiary; and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) days; (h) default (other than a default in the payment of principal or interest) shall occur with respect to any Indebtedness of the Company or any Restricted Subsidiary, if the total amount of such Indebtedness in default exceeds in the aggregate, an amount equal to $25,000,000 and if the effect of any such default shall be to accelerate, or to permit the holder or obligee of any such Indebtedness (or any trustee on behalf of such holder or obligee) to accelerate (with or without notice or lapse of time or both), the maturity of any such Indebtedness; or any payment of principal or interest, regardless of amount, on any Indebtedness of the Company or any Restricted Subsidiary, which Indebtedness exceeds in the aggregate an amount equal to $25,000,000, shall not be paid when due, whether at maturity, by acceleration or otherwise (after giving effect to any period of grace as specified in the instrument evidencing or governing such Indebtedness); (i) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect; (j) there shall be entered against the Company or any Restricted Subsidiary one or more judgments or decrees in excess of $25,000,000 in the aggregate at any one time outstanding for the Company and all Restricted Subsidiaries and all such judgments or decrees in the amount of such excess shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof, excluding those judgments or decrees for and to the extent which the Company or any such Restricted Subsidiary is insured and with respect to which the insurer has assumed responsibility in writing (subject to usual deductibles) or for and to the extent which the Company or any such Restricted Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Required Lenders; (k) there shall occur any material loss of or change to any Dealer/Manufacturer Agreement between any Borrower and a Manufacturer, which has had a Material Adverse Effect; (l) any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against any Person other than the Agent or any Lender executing the same in accordance with the respective terms thereof except as permitted by the terms hereof or thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (m) a Change of Control; or (n) a Floor Plan Event of Default shall occur and be continuing.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Group 1 Automotive Inc), Revolving Credit Agreement (Group 1 Automotive Inc)
Acquisition Events of Default. The following events shall constitute Acquisition Events of Default (herein called “Acquisition Events of Default”):
(a) any representation or warranty made or deemed made in or in connection with this Agreement, the Notes, any of the Loan Documents or any of the Borrowings hereunder or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the execution and delivery of the Notes or any of the Loan Documents or the making of any of the Borrowings hereunder shall prove to have been false or misleading in any material respect when made or deemed made;
(b) default shall be made in the payment of any principal of any Acquisition Loan when and as the same shall become due and payable pursuant to the terms of this Agreement, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(c) default shall be made in the payment of any interest on any Acquisition Loan or any Commitment Fees or any other amount due under this Agreement other than principal of any Acquisition Loan or any amount described in Section 11.3(a) or Section 11.3(b), when and as the same shall become due and payable which shall remain unremedied for a period of five (5) days from the date due;
(d) default shall be made in the due observance or performance of any covenant, condition or agreement contained in Section 9.1, Section 9.6, Section 9.9, Section 9.10, Section 9.12 or in Article X;
(e) except as provided in Section 11.1(a) through Section 11.1(d), inclusive, default shall be made in the due observance or performance of any other covenant, condition or agreement to be observed or performed pursuant to this Agreement or any of the other Loan Documents and such default shall continue unremedied for thirty (30) days after the earlier to occur of (i) any Borrower obtaining knowledge thereof and (ii) written notice thereof having been given to the Company;
(i) the Company or any Restricted Subsidiary shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, liquidation or similar law, (B) consent to the institution of, or fail to contravene in a timely and appropriate manner to any such proceeding or the filing of any such petition, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Borrower or for a substantial part of such Borrower’s property or assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors, or (F) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (ii) the board of directors (or similar governing body) of the Company or any Restricted Subsidiary shall adopt a resolution authorizing the Company or any Restricted Subsidiary to take any of the foregoing actions;
(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Restricted Subsidiary, or of a substantial part of the property or assets of any such Person, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any Restricted Subsidiary or for a substantial part of the property of any such Person or (iii) the winding-up or liquidation of the Company or any Restricted Subsidiary; and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) days;
(h) default (other than a default in the payment of principal or interest) shall occur with respect to any Indebtedness of the Company or any Restricted Subsidiary, if the total amount of such Indebtedness in default exceeds in the aggregate, an amount equal to Ten Million Dollars ($25,000,000 10,000,000) and if the effect of any such default shall be to accelerate, or to permit the holder or obligee of any such Indebtedness (or any trustee on behalf of such holder or obligee) to accelerate (with or without notice or lapse of time or both), the maturity of any such Indebtedness; or any payment of principal or interest, regardless of amount, on any Indebtedness of the Company or any Restricted Subsidiary, which Indebtedness exceeds in the aggregate an amount equal to Ten Million Dollars ($25,000,00010,000,000), shall not be paid when due, whether at maturity, by acceleration or otherwise (after giving effect to any period of grace as specified in the instrument evidencing or governing such Indebtedness);
(i) an ERISA a Reportable Event or Reportable Events shall have occurred thatwith respect to any Plan or Plans that reasonably could be expected to result in a Material Adverse Effect or the incurrence by the Company or any ERISA Affiliate of any liability under Section 4201 or 4243 of ERISA for any withdrawal, when taken together with all partial withdrawal, reorganization or other ERISA Events event under any Multiemployer Plan that have occurred, could reasonably be expected to have a Material Adverse Effect;
(j) there shall be entered against the Company or any Restricted Subsidiary one or more judgments or decrees in excess of Ten Million Dollars ($25,000,000 10,000,000) in the aggregate at any one time outstanding for the Company and all Restricted Subsidiaries and all such judgments or decrees in the amount of such excess shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof, excluding those judgments or decrees for and to the extent which the Company or any such Restricted Subsidiary is insured and with respect to which the insurer has assumed responsibility in writing (subject to usual deductibles) or for and to the extent which the Company or any such Restricted Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Required Lenders;
(k) there shall occur any material loss of or change to any Dealer/Manufacturer Agreement between any Borrower and a Manufacturer, which has had could reasonably be expected to result in a Material Adverse Effect;
(l) any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against any Person other than the Agent or any Lender executing the same in accordance with the respective terms thereof except as permitted by the terms hereof or thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;
(m) a Change of Control; or
(n) a Floor Plan Event of Default shall occur and be continuing.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Acquisition Events of Default. The following events shall constitute Acquisition Events of Default (herein called “Acquisition Events of Default”):
(a) any representation or warranty made or deemed made in or in connection with this Agreement, the Notes, any of the Loan Documents or any of the Borrowings hereunder or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the execution and delivery of the Notes or any of the Loan Documents or the making of any of the Borrowings hereunder shall prove to have been false or misleading in any material respect when made or deemed made;
(b) default shall be made in the payment of any principal of any Acquisition Loan when and as the same shall become due and payable pursuant to the terms of this Agreement, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(c) default shall be made in the payment of any interest on any Acquisition Loan or any Commitment Fees or any other amount due under this Agreement other than principal of any Acquisition Loan or any amount described in Section 11.3(a) or Section 11.3(b), when and as the same shall become due and payable which shall remain unremedied for a period of five (5) days from the date due;
(d) default shall be made in the due observance or performance of any covenant, condition or agreement contained in Section 9.1, Section 9.6, Section 9.9, Section 9.10, Section 9.12 or in Article X;
(e) except as provided in Section 11.1(a) through Section 11.1(d), inclusive, default shall be made in the due observance or performance of any other covenant, condition or agreement to be observed or performed pursuant to this Agreement or any of the other Loan Documents and such default shall continue unremedied for thirty (30) days after the earlier to occur of (i) any Borrower obtaining knowledge thereof and (ii) written notice thereof having been given to the Company;
(i) the Company or any Restricted Subsidiary shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, liquidation or similar law, (B) consent to the institution of, or fail to contravene in a timely and appropriate manner to any such proceeding or the filing of any such petition, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Borrower or for a substantial part of such Borrower’s property or assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors, or (F) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (ii) the board of directors (or similar governing body) of the Company or any Restricted Subsidiary shall adopt a resolution authorizing the Company or any Restricted Subsidiary to take any of the foregoing actions;
(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Restricted Subsidiary, or of a substantial part of the property or assets of any such Person, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any Restricted Subsidiary or for a substantial part of the property of any such Person or (iii) the winding-up or liquidation of the Company or any Restricted Subsidiary; and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) days;
(h) default (other than a default in the payment of principal or interest) shall occur with respect to any Indebtedness of the Company or any Restricted Subsidiary, if the total amount of such Indebtedness in default exceeds in the aggregate, an amount equal to Ten Million Dollars ($25,000,000 10,000,000) and if the effect of any such default shall be to accelerate, or to permit the holder or obligee of any such Indebtedness (or any trustee on behalf of such holder or obligee) to accelerate (with or without notice or lapse of time or both), the maturity of any such Indebtedness; or any payment of principal or interest, regardless of amount, on any Indebtedness of the Company or any Restricted Subsidiary, which Indebtedness exceeds in the aggregate an amount equal to Ten Million Dollars ($25,000,00010,000,000), shall not be paid when due, whether at maturity, by acceleration or otherwise (after giving effect to any period of grace as specified in the instrument evidencing or governing such Indebtedness);
(i) an ERISA a Reportable Event or Reportable Events shall have occurred thatwith respect to any Plan or Plans that reasonably could be expected to result in a Material Adverse Effect or the incurrence by the Company or any ERISA Affiliate of any liability under Section 4201 or 4243 of ERISA for any withdrawal, when taken together with all partial withdrawal, reorganization or other ERISA Events event under any Multiemployer Plan that have occurred, could reasonably be expected to have a Material Adverse Effect;
(j) there shall be entered against the Company or any Restricted Subsidiary one or more judgments or decrees in excess of Ten Million Dollars ($25,000,000 10,000,000) in the aggregate at any one time outstanding for the Company and all Restricted Subsidiaries and all such judgments or decrees in the amount of such excess shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof, excluding those judgments or decrees for and to the extent which the Company or any such Restricted Subsidiary is insured and with respect to which the insurer has assumed responsibility in writing (subject to usual deductibles) or for and to the extent which the Company or any such Restricted Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Required Lenders;
(k) there shall occur any material loss of or change to any Dealer/Manufacturer Agreement between any Borrower and a Manufacturer, which has had a Material Adverse Effect;
(l) any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against any Person other than the Agent or any Lender executing the same in accordance with the respective terms thereof except as permitted by the terms hereof or thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;
(m) a Change of Control; or
(n) a Floor Plan Event of Default shall occur and be continuing.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Acquisition Events of Default. The following events shall constitute Acquisition Events of Default (herein called “Acquisition Events of Default”):
(a) any representation or warranty made or deemed made in or in connection with this Agreement, the Notes, any of the Loan Documents or any of the Borrowings hereunder or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the execution and delivery of the Notes or any of the Loan Documents or the making of any of the Borrowings hereunder shall prove to have been false or misleading in any material respect when made or deemed made;
(b) default shall be made in the payment of any principal of any Acquisition Loan when and as the same shall become due and payable pursuant to the terms of this Agreement, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(c) default shall be made in the payment of any interest on any Acquisition Loan or any Commitment Fees or any other amount due under this Agreement other than principal of any Acquisition Loan or any amount described in Section 11.3(a) or Section 11.3(b), when and as the same shall become due and payable which shall remain unremedied for a period of five (5) days from the date due;
(d) default shall be made in the due observance or performance of any covenant, condition or agreement contained in Section 9.1, Section 9.6, Section 9.9, Section 9.10, Section 9.12 or in Article X;
(e) except as provided in Section 11.1(a) through Section 11.1(d), inclusive, default shall be made in the due observance or performance of any other covenant, condition or agreement to be observed or performed pursuant to this Agreement or any of the other Loan Documents and such default shall continue unremedied for thirty (30) days after the earlier to occur of (i) any Borrower obtaining knowledge thereof and (ii) written notice thereof having been given to the Company;
(if) the Company or any Restricted Subsidiary shall (Ai) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, liquidation or similar law, (Bii) consent to the institution of, or fail to contravene in a timely and appropriate manner to any such proceeding or the filing of any such petition, (Ciii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Borrower or for a substantial part of such Borrower’s property or assets, (Div) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (Ev) make a general assignment for the benefit of creditors, or (Fvi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (iivii) take any corporate or other action for the board purpose of directors (or similar governing body) of the Company or any Restricted Subsidiary shall adopt a resolution authorizing the Company or any Restricted Subsidiary to take effecting any of the foregoing actionsforegoing;
(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Restricted Subsidiary, or of a substantial part of the property or assets of any such Person, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any Restricted Subsidiary or for a substantial part of the property of any such Person or (iii) the winding-up or liquidation of the Company or any Restricted Subsidiary; and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) days;
(h) default (other than a default in the payment of principal or interest) shall occur with respect to any Indebtedness of the Company or any Restricted Subsidiary, if the total amount of such Indebtedness in default exceeds in the aggregate, an amount equal to Ten Million Dollars ($25,000,000 10,000,000) and if the effect of any such default shall be to accelerate, or to permit the holder or obligee of any such Indebtedness (or any trustee on behalf of such holder or obligee) to accelerate (with or without notice or lapse of time or both), the maturity of any such Indebtedness; or any payment of principal or interest, regardless of amount, on any Indebtedness of the Company or any Restricted Subsidiary, which Indebtedness exceeds in the aggregate an amount equal to Ten Million Dollars ($25,000,00010,000,000), shall not be paid when due, whether at maturity, by acceleration or otherwise (after giving effect to any period of grace as specified in the instrument evidencing or governing such Indebtedness);
(i) an ERISA a Reportable Event or Reportable Events shall have occurred thatwith respect to any Plan or Plans that reasonably could be expected to result in a Material Adverse Effect or the incurrence by the Company or any ERISA Affiliate of any liability under Section 4201 or 4243 of ERISA for any withdrawal, when taken together with all partial withdrawal, reorganization or other ERISA Events event under any Multiemployer Plan that have occurred, could reasonably be expected to have a Material Adverse Effect;
(j) there shall be entered against the Company or any Restricted Subsidiary one or more judgments or decrees in excess of Ten Million Dollars ($25,000,000 10,000,000) in the aggregate at any one time outstanding for the Company and all Restricted Subsidiaries and all such judgments or decrees in the amount of such excess shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof, excluding those judgments or decrees for and to the extent which the Company or any such Restricted Subsidiary is insured and with respect to which the insurer has assumed responsibility in writing (subject to usual deductibles) or for and to the extent which the Company or any such Restricted Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Required Lenders;
(k) there shall occur any material loss of or change to any Dealer/Manufacturer Agreement between any Borrower and a Manufacturer, which has had could reasonably be expected to result in a Material Adverse Effect;
(l) any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against any Person other than the Agent or any Lender executing the same in accordance with the respective terms thereof except as permitted by the terms hereof or thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;
(m) a Change of Control; or
(n) a Floor Plan Event of Default shall occur and be continuing.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Acquisition Events of Default. The following events shall constitute Acquisition Events of Default (herein called “Acquisition Events of Default”):
(a) any representation or warranty made or deemed made in or in connection with this Agreement, the Notes, any of the Loan Documents or any of the Borrowings hereunder or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the execution and delivery of the Notes or any of the Loan Documents or the making of any of the Borrowings hereunder shall prove to have been false or misleading in any material respect when made or deemed made;
(b) default shall be made in the payment of any principal of any Acquisition Loan when and as the same shall become due and payable pursuant to the terms of this Agreement, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(c) default shall be made in the payment of any interest on any Acquisition Loan or any Commitment Fees or any other amount due under this Agreement other than principal of any Acquisition Loan or any amount described in Section 11.3(a) or Section 11.3(b), when and as the same shall become due and payable which shall remain unremedied for a period of five (5) days from the date due;
(d) default shall be made in the due observance or performance of any covenant, condition or agreement contained in Section 9.1, Section 9.6, Section 9.9, Section 9.10, Section 9.12 or in Article ARTICLE X;
(e) except as provided in Section 11.1(a) through Section 11.1(d), inclusive, default shall be made in the due observance or performance of any other covenant, condition or agreement to be observed or performed pursuant to this Agreement or any of the other Loan Documents and such default shall continue unremedied for thirty (30) days after the earlier to occur of (i) any Borrower obtaining knowledge thereof and (ii) written notice thereof having been given to the Company;
(if) the Company or any Restricted Subsidiary Borrower shall (Ai) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, liquidation or similar law, (Bii) consent to the institution of, or fail to contravene in a timely and appropriate manner to any such proceeding or the filing of any such petition, (Ciii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Borrower or for a substantial part of such Borrower’s property or assets, (Div) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (Ev) make a general assignment for the benefit of creditors, or (Fvi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (iivii) take any corporate or other action for the board purpose of directors (or similar governing body) of the Company or any Restricted Subsidiary shall adopt a resolution authorizing the Company or any Restricted Subsidiary to take effecting any of the foregoing actionsforegoing;
(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Restricted SubsidiaryBorrower, or of a substantial part of the property or assets of any such PersonBorrower, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any Restricted Subsidiary Borrower or for a substantial part of the property of any such Person or (iii) the winding-up or liquidation of the Company or any Restricted SubsidiaryBorrower; and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) days;
(h) default (other than a default in the payment of principal or interest) shall occur with respect to any Indebtedness of the Company or any Restricted SubsidiaryBorrower, if the total amount of such Indebtedness in default exceeds in the aggregate, an amount equal to Ten Million Dollars ($25,000,000 10,000,000) and if the effect of any such default shall be to accelerate, or to permit the holder or obligee of any such Indebtedness (or any trustee on behalf of such holder or obligee) to accelerate (with or without notice or lapse of time or both), the maturity of any such Indebtedness; or any payment of principal or interest, regardless of amount, on any Indebtedness of the Company or any Restricted SubsidiaryBorrower, which Indebtedness exceeds in the aggregate an amount equal to Ten Million Dollars ($25,000,00010,000,000), shall not be paid when due, whether at maturity, by acceleration or otherwise (after giving effect to any period of grace as specified in the instrument evidencing or governing such Indebtedness);
(i) an ERISA a Reportable Event or Reportable Events shall have occurred thatwith respect to any Plan or Plans that reasonably could be expected to result in a Material Adverse Effect or the incurrence by the Company or any ERISA Affiliate of any liability under Section 4201 or 4243 of ERISA for any withdrawal, when taken together with all partial withdrawal, reorganization or other ERISA Events event under any Multiemployer Plan that have occurred, could reasonably be expected to have a Material Adverse Effect;
(j) there shall be entered against the Company or any Restricted Subsidiary other Borrower one or more judgments or decrees in excess of Ten Million Dollars ($25,000,000 10,000,000) in the aggregate at any one time outstanding for the Company and all Restricted Subsidiaries Borrowers and all such judgments or decrees in the amount of such excess shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof, excluding those judgments or decrees for and to the extent which the Company or any such Restricted Subsidiary Borrower is insured and with respect to which the insurer has assumed responsibility in writing (subject to usual deductibles) or for and to the extent which the Company or any such Restricted Subsidiary Borrower is otherwise indemnified if the terms of such indemnification are satisfactory to the Required Lenders;
(k) there shall occur any material loss of or change to any Dealer/Manufacturer Agreement between any Borrower and a Manufacturer, which has had could reasonably be expected to result in a Material Adverse Effect;
(l) any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against any Person other than the Agent or any Lender executing the same in accordance with the respective terms thereof except as permitted by the terms hereof or thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;
(m) a Change of Control; or
(n) a Floor Plan Event of Default shall occur and be continuing.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Acquisition Events of Default. The following events shall constitute Acquisition Events of Default (herein called “Acquisition Events of Default”):
(a) any representation or warranty made or deemed made in or in connection with this Agreement, the Notes, any of the Loan Documents or any of the Borrowings hereunder or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the execution and delivery of the Notes or any of the Loan Documents or the making of any of the Borrowings hereunder shall prove to have been false or misleading in any material respect when made or deemed made;
(b) default shall be made in the payment of any principal of any Acquisition Loan when and as the same shall become due and payable pursuant to the terms of this Agreement, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(c) default shall be made in the payment of any interest on any Acquisition Loan or any Commitment Fees or any other amount due under this Agreement other than principal of any Acquisition Loan or any amount described in Section 11.3(a) or Section 11.3(b), when and as the same shall become due and payable which shall remain unremedied for a period of five (5) days from the date due;
(d) default shall be made in the due observance or performance of any covenant, condition or agreement contained in Section 9.1, Section 9.6, Section 9.9, Section 9.10, Section 9.12 or in Article X;
(e) except as provided in Section 11.1(a) through Section 11.1(d), inclusive, default shall be made in the due observance or performance of any other covenant, condition or agreement to be observed or performed pursuant to this Agreement or any of the other Loan Documents and such default shall continue unremedied for thirty (30) days after the earlier to occur of (i) any Borrower obtaining knowledge thereof and (ii) written notice thereof having been given to the Company;
(i) the Company or any Restricted Subsidiary shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, liquidation or similar law, (B) consent to the institution of, or fail to contravene in a timely and appropriate manner to any such proceeding or the filing of any such petition, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Borrower or for a substantial part of such Borrower’s property or assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors, or (F) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (ii) the board of directors (or similar governing body) of the Company or any Restricted Subsidiary shall adopt a resolution authorizing the Company or any Restricted Subsidiary to take any of the foregoing actions;
(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Restricted Subsidiary, or of a substantial part of the property or assets of any such Person, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any Restricted Subsidiary or for a substantial part of the property of any such Person or (iii) the winding-up or liquidation of the Company or any Restricted Subsidiary; and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) days;
(h) default (other than a default in the payment of principal or interest) shall occur with respect to any Indebtedness of the Company or any Restricted Subsidiary, if the total amount of such Indebtedness in default exceeds in the aggregate, an amount equal to $25,000,000 and if the effect of any such default shall be to accelerate, or to permit the holder or obligee of any such Indebtedness (or any trustee on behalf of such holder or obligee) to accelerate (with or without notice or lapse of time or both), the maturity of any such Indebtedness; or any payment of principal or interest, regardless of amount, on any Indebtedness of the Company or any Restricted Subsidiary, which Indebtedness exceeds in the aggregate an amount equal to $25,000,000, shall not be paid when due, whether at maturity, by acceleration or otherwise (after giving effect to any period of grace as specified in the instrument evidencing or governing such Indebtedness);
(i) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(j) there shall be entered against the Company or any Restricted Subsidiary one or more judgments or decrees in excess of $25,000,000 in the aggregate at any one time outstanding for the Company and all Restricted Subsidiaries and all such judgments or decrees in the amount of such excess shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof, excluding those judgments or decrees for and to the extent which the Company or any such Restricted Subsidiary is insured and with respect to which the insurer has assumed responsibility in writing (subject to usual deductibles) or for and to the extent which the Company or any such Restricted Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Required Lenders;
(k) there shall occur any material loss of or change to any Dealer/Manufacturer Agreement between any Borrower and a Manufacturer, which has had a Material Adverse Effect;
(l) any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against any Person other than the Agent or any Lender executing the same in accordance with the respective terms thereof except as permitted by the terms hereof or thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;
(m) a Change of Control; or
(n) a Floor Plan Event of Default shall occur and be continuing.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Acquisition Events of Default. The following events shall constitute Acquisition Events of Default (herein called “Acquisition Events of Default”):
(a) any representation or warranty made or deemed made in or in connection with this Agreement, the Notes, any of the Loan Documents or any of the Borrowings hereunder or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the execution and delivery of the Notes or any of the Loan Documents or the making of any of the Borrowings hereunder shall prove to have been false or misleading in any material respect when made or deemed made;
(b) default shall be made in the payment of any principal of any Acquisition Loan when and as the same shall become due and payable pursuant to the terms of this Agreement, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(c) default shall be made in the payment of any interest on any Acquisition Loan or any Commitment Fees or any other amount due under this Agreement other than principal of any Acquisition Loan or any amount described in Section 11.3(a) or Section 11.3(b), when and as the same shall become due and payable which shall remain unremedied for a period of five (5) days from the date due;
(d) default shall be made in the due observance or performance of any covenant, condition or agreement contained in Section 9.1, Section 9.6, Section 9.9, Section 9.10, Section 9.12 or in Article X;
(e) except as provided in Section 11.1(a) through Section 11.1(d), inclusive, default shall be made in the due observance or performance of any other covenant, condition or agreement to be observed or performed pursuant to this Agreement or any of the other Loan Documents and such default shall continue unremedied for thirty (30) days after the earlier to occur of (i) any Borrower obtaining knowledge thereof and (ii) written notice thereof having been given to the Company;
(i) the Company or any Restricted Subsidiary shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, liquidation or similar law, (B) consent to the institution of, or fail to contravene in a timely and appropriate manner to any such proceeding or the filing of any such petition, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Borrower or for a substantial part of such Borrower’s property or assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors, or (F) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (ii) the board of directors (or similar governing body) of the Company or any Restricted Subsidiary shall adopt a resolution authorizing the Company or any Restricted Subsidiary to take any of the foregoing actions;
(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Restricted Subsidiary, or of a substantial part of the property or assets of any such Person, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any Restricted Subsidiary or for a substantial part of the property of any such Person or (iii) the winding-up or liquidation of the Company or any Restricted Subsidiary; and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) days;
(h) default (other than a default in the payment of principal or interest) shall occur with respect to any Indebtedness of the Company or any Restricted Subsidiary, if the total amount of such Indebtedness in default exceeds in the aggregate, an amount equal to $25,000,000 and if the effect of any such default shall be to accelerate, or to permit the holder or obligee of any such Indebtedness (or any trustee on behalf of such holder or obligee) to accelerate (with or without notice or lapse of time or both), the maturity of any such Indebtedness; or any payment of principal or interest, regardless of amount, on any Indebtedness of the Company or any Restricted Subsidiary, which Indebtedness exceeds in the aggregate an amount equal to $25,000,000, shall not be paid when due, whether at maturity, by acceleration or otherwise (after giving effect to any period of grace as specified in the instrument evidencing or governing such Indebtedness);
(i) an ERISA a Reportable Event or Reportable Events shall have occurred thatwith respect to any Plan or Plans that reasonably could be expected to result in a Material Adverse Effect or the incurrence by the Company or any ERISA Affiliate of any liability under Section 4201 or 4243 of ERISA for any withdrawal, when taken together with all partial withdrawal, reorganization or other ERISA Events event under any Multiemployer Plan that have occurred, could reasonably be expected to have a Material Adverse Effect;
(j) there shall be entered against the Company or any Restricted Subsidiary one or more judgments or decrees in excess of $25,000,000 in the aggregate at any one time outstanding for the Company and all Restricted Subsidiaries and all such judgments or decrees in the amount of such excess shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof, excluding those judgments or decrees for and to the extent which the Company or any such Restricted Subsidiary is insured and with respect to which the insurer has assumed responsibility in writing (subject to usual deductibles) or for and to the extent which the Company or any such Restricted Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Required Lenders;
(k) there shall occur any material loss of or change to any Dealer/Manufacturer Agreement between any Borrower and a Manufacturer, which has had a Material Adverse Effect;
(l) any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against any Person other than the Agent or any Lender executing the same in accordance with the respective terms thereof except as permitted by the terms hereof or thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;
(m) a Change of Control; or
(n) a Floor Plan Event of Default shall occur and be continuing.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
