Bad Acts. The Manager engages in willful misconduct or acts with reckless disregard to its obligations, in each case causing material harm to the Company, or engages in bad faith in activities that are beneficial to itself and cause material harm to the Company, and the individual responsible for such actions is not terminated within thirty (30) days after the Manager becomes aware of such actions.
Bad Acts. If you commit any of the following acts (“Bad Acts”) without our prior written consent before we receive the Completion Amount, you will be in default:
i. xxx sell, transfer or otherwise encumber or attempt to sell, transfer or otherwise encumber Future Receipts, whether or not such Future Receipts are part of the Amount Sold, sometimes referred to as “stacking” our Purchase Price with other funding companies; ix.xxx encumber or allow any encumbrance to attach to our interest in the Amount Sold;
Bad Acts. Any Credit Party or Additional Indemnitor shall commit any criminal act, civil fraud or intentionally provide to any Agent or Lender any misrepresentation with respect to any Credit Party or the business, affairs or financial condition thereof or the Collateral. THEN, (A) upon the occurrence of any Event of Default described in Section 7.1(g), 7.1(h), or 7.1(i) automatically, and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) the Administrative Agent and the Requisite Lenders, upon written notice to the Borrower by the Administrative Agent, (x) the Loan Commitments, if any, shall immediately terminate; (y) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower: (1) the unpaid principal amount of and accrued interest on all Loans and (2) all other Obligations; and (z) the Administrative Agent shall cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents. In addition, upon the occurrence of any Event of Default, the Administrative Agent may terminate the Servicing Agreement and replace the Servicer with the Backup Servicer or such other servicer as the Administrative Agent may select in its sole discretion.
Bad Acts. The Loan Parties will not permit any of the following:
(i) fraud, malfeasance, gross negligence, willful misconduct, bad faith or intentional misrepresentation or the commission of any criminal act by (i) any Loan Party, any Sponsor or any Affiliate of any Loan Party or any Sponsor in connection with the Facility, including any Advance or any Property or (ii) Property Manager, sub-manager, operator or entity engaged by a Loan Party in connection with the rental, management or operation of any Property, excepting criminal acts by Property Manager, a sub-manager, operator or entity that do not relate to this Facility, any Property or the ability of any such party to perform its obligations under the Loan Documents or that are otherwise immaterial;
(ii) any material physical waste of any Financed Property;
(iii) the imposition of any consensual Lien or other encumbrance on any Property other than that which is expressly permitted under the terms of this Agreement;
(iv) to the extent of available cash flow from the Properties, failure to pay charges for labor or materials or other charges or judgments that can create Liens or other encumbrance on any portion of any Property other than that which is expressly permitted under the terms of this Agreement;
(v) to the extent of available cash flow from the Properties, failure by any Loan Party to pay Taxes (except those Taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained in the Tax Reserve Account), the result of which creates a Lien on any Property;
(vi) to the extent of available cash flow from the Properties, failure to meet the Insurance Requirement with respect to any Loan Party or any Property;
(vii) the theft, misappropriation or conversion or other failure to remit (to the extent required by the Loan Documents) by any Borrower-Related Party of (A) any Insurance Proceeds paid by reason of any casualty or under any insurance policy, (B) any Condemnation Proceeds, (C) any Conveyance Proceeds or refinancing proceeds to the Collection Account or (D) any other Available Funds or other amounts required to be deposited into any Collection Account, Reserve Account, or any other account established and maintained pursuant to this Agreement;
(viii) except as otherwise required by Applicable Law, the failure to deliver security deposits to the Security Deposit Account;
(ix) a breach by any Loan Party of any “special purpose entity” or separateness obli...
Bad Acts. Borrower shall not, subject to Section 8 hereof:
(i) to the extent funds are available to it, fail to pay any homeowners association dues, taxes, assessments, municipal or governmental rates, charges, impositions, liens and water and sewer rents or any part thereof, heretofore or hereafter imposed upon it or in respect of the SF Properties, as well as all lawful claims which if unpaid might become a lien or charge upon it, any Property or any other item constituting Collateral or any part thereof, unless, in each case, the same are not delinquent and are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP;
(ii) remove and fail to replace (with personal property of substantially the same or higher utility and value) any fixtures, equipment, and/or other articles of personal property owned by it and attached as fixtures to, or used as fixtures in connection with, any SF Property owned by it, except for removal of obsolete or unnecessary fixtures in the ordinary course of maintaining and renovating such SF Property;
(iii) misapply, misappropriate or convert or permit, to the extent of its power, any of its Affiliates to misappropriate, misapply or convert any Income;
(iv) commit any act(s) of actual waste (excluding acts taken in the course of renovations) on or with respect to any SF Property owned by it;
(v) fail to maintain insurance with respect to any SF Property owned by it or otherwise as required in this Agreement;
(vi) engage in any fraud, willful misconduct or intentional misrepresentation of a material fact in connection with this Agreement or any other Facility Document;
(vii) without the prior written consent of the owner of its Capital Stock and its Independent Manager, take any action that is, or in contemplation or furtherance of, any Insolvency Action;
(viii) voluntarily seek, cause or take any action to effect its dissolution or liquidation;
(ix) assert that this Agreement or any other Facility Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of such Person or any other party thereto;
(x) sell, convey, voluntarily transfer or voluntarily encumber any SF Property or other Collateral other than in compliance with the provisions of this Agreement and the other Facility Documents; or
(xi) take any action, or fail to take any action, which prevents, delays or hinders the perfection of the Lien of Admin...
Bad Acts. The Borrower or any Additional Indemnitor shall commit any criminal act, civil fraud or intentionally provide to any Agent or Lender any misrepresentation with respect to the Borrower, any Approved Liquid Originating Subsidiary, the Company or any Additional Indemnitor or the business, affairs or financial condition thereof or the Collateral. THEN, (A) upon the occurrence of any Event of Default described in Section 7.1(f) automatically, and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) the Administrative Agent and the Requisite Lenders, upon written notice to the Borrower by the Administrative Agent, (x) the Revolving Loan Commitments, if any, shall immediately terminate; (y) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower: (1) the unpaid principal amount of and accrued interest on the Loans, and (2) all other Obligations; and (z) the Administrative Agent shall cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents. In addition, upon the occurrence of any Event of Default, the Administrative Agent may terminate the Company Servicing Agreement, if applicable, and replace the Servicer with such other Servicer as the Administrative Agent may select in its sole discretion.
Bad Acts. If you commit any of the following acts (“Bad Acts”) without our prior written consent before we receive the Completion Amount, you will be in default:
i. xxx sell, transfer or otherwise encumber or attempt to sell, transfer or otherwise encumber Future Receipts, whether or not such Future Receipts are part of the Amount Sold, sometimes referred to as “stacking” our Purchase Price with other funding companies;
ix. xxx encumber or allow any encumbrance to attach to our interest in the Amount Sold;
ixx. xxx sell all or substantially all of your assets used in the operation of your business to a third party;
ix. xxx materially change the operation of your business (e.g., changes in industry, concept, size, etc.);
v. xxx stop accepting a particular method of payment while you remain open for business;
vx. xxx change your legal name or jurisdiction of formation, or carry-on business through a different business entity;
vxx. xxx change, close, or terminate the Approved Bank Account or Approved Card Processor, or interfere with the lockbox arrangement, without our express written consent;
vxxx. xxx do not obtain a replacement Approved Bank Account or Approved Card Processor acceptable to us within fifteen (15) days after your bank or processor terminates its relationship with you;
ix. xxx process any card transaction through a payment card processor other than the Approved Card Processor;
x. xxx provide us with false or misleading information about your business or revenue (in your application or otherwise) that is material to our decision to purchase Future Receipts from you;
xx. xxx deposit or cause to be deposited by others Future Receipts into any account other than the Approved Bank Account or Lockbox Account, if applicable;
xxx. xxx take or fail to take an action that hinders our taking delivery of our Specified Percentage of Future Receipts from the Approved Bank Account, Lockbox Account, or any Receivables Custodian, as applicable;
xxxx. xxx disconnect or interfere with the operation of Purchaser’s bank monitoring software; or
xxx. xxx commit any act or omission specified in this Agreement to be a material breach. However, we will not consider any of these acts to be Bad Acts if they occur because you go out of business in the ordinary course. These Bad Acts are prohibited solely to protect our ability to collect the Amount Sold and receive the benefit of our bargain. They do not create any obligation for Merchant to deliver Future Receipts to Purchaser i...
Bad Acts. BGO Manager or any successor or replacement Manager of the Company other than the NTR Member may be removed as “Manager” of the Company following the occurrence of any of the following (each, a “Bad Act”), on the terms and subject to the conditions set forth in this Section 7.05:
(i) fraud, willful misconduct or gross negligence committed by or at the direction of Manager in connection with the performance of its obligations under this Agreement or pertaining to the Company, the Investment JV or any other Subsidiary or any Property which, in the case only of gross negligence is not remedied within twenty (20) days after Manager’s receipt of written notice of its commission thereof;
(ii) the failure of Manager to perform any of its obligations to the Company and the Members as expressly stated in this Agreement, and such failure (A) continues for a period of thirty (30) days after Manager receives written notice thereof or, if such failure is susceptible of cure but not within thirty (30) days, such longer period of time as may be necessary to complete such cure, as long as Manager commenced to cure during the initial thirty (30) day period and continues to pursue such cure during the extended period; and (B) has or can reasonably be expected to have a material adverse effect on the Company, the Investment JV or the Properties; or
(iii) the filing by Manager of a petition for relief under the United States Bankruptcy Code, as amended; the making by Manager of an assignment for the benefit of creditors; the making of any application by Manager for the appointment of a custodian, receiver or trustee for itself or its assets; or the consenting to any other bankruptcy or similar proceeding against it, or the admission in writing of its inability to pay its debts generally as they become due, in each case by Manager. Notwithstanding the foregoing, a Bad Act as described in Section 7.05(a)(i) or Section 7.05(a)(ii) will be deemed cured if the Manager satisfies the Excusable Employee Breach Conditions with respect thereto; provided, however, that the Manager shall not be permitted to cure a Bad Act by satisfaction of the Excusable Employee Breach Conditions on more than three (3) separate occasions.
Bad Acts. The term “Bad Acts” shall mean, with respect to either Landlord or Tenant, as applicable, any gross negligence, fraud, willful or intentional misconduct or criminal conduct by such party or any breach by such party of its respective duties, covenants and obligations under this Agreement that is both knowing, and either deliberate or intentional; provided that, the “Bad Acts” of any employee of Tenant shall not constitute a Bad Act with respect to Tenant, unless it is shown that the “Bad Act” is the result of a systemic failure of Tenant to implement commercially reasonable policies and procedures to maintain and comply with Tenant’s Standards.
Bad Acts. Should the Company be indicted for a state or federal crime, or any civil or criminal action otherwise be brought or threatened against the company, a punishment for which in any such case could include the forfeiture of any assets of the Company having a fair market value in excess of $10,000.00; or
